ACTION AFTER COMPLETION. 19.1 Thales will procure that all notices, correspondence, information, orders or enquiries relating to the Business which are received by any member of the Thales Group on or after Completion shall be passed to Nice as soon as is reasonably practicable. 19.2 Thales will procure that all monies or other items which are received by the Thales Group on or after Completion in connection with the Business shall as soon as reasonably practicable and in any event within 7 days be passed or paid to Nice or such member of Nice Group as Nice may direct and, pending such passing or payment, shall be held on trust for Nice or such member. Nice will procure that all monies or other items which are received by any member of Nice Group on or after Completion in connection with any business of any member of the Thales Group which is not acquired pursuant to this Agreement shall, as soon as reasonably practicable and in any event within 7 days, be passed or paid to Thales or such member of the Thales Group as Thales may direct and, pending such passing or payment, shall be held on trust for Thales or such member. 19.3 The Purchasers shall following Completion retain in good order and for a period not less than that for which Thales retains any liability under this 101 Agreement, all of the books, accounts, records and returns of the Business in respect of the period prior to the Completion Date. 19.4 The Purchasers shall, following Completion, provide to Thales or any member of the Thales Group in response to reasonable request for such information from Thales: (a) all reasonable access during business hours on reasonable notice to examine (and if necessary to take copies of) such books, accounts, records and returns as are referred to in Clause 19.3; and (b) all reasonable access to Nice's employees as it may reasonably request (and at Thales' cost) to enable Thales to deal with any correspondence, telephone calls, queries or requests from third parties including, without limitation, any governmental or regulatory authority and any person who was a customer or supplier of the Business prior to the Completion Date; and (c) such other information and assistance as may reasonably be required by Thales, in order for Thales of any Thales Affiliate to prosecute, defend of otherwise deal with any liability comprised in the Excluded Liabilities. 19.5 Save insofar as such costs arise in relation to the Purchaser recording title to any Business IPR at any relevant registry, Thales shall at its own cost, from time to time on reasonable notice, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form required and necessary for giving full effect to this Agreement and securing to the Purchasers the full benefit of the Business and Assets and the other rights, powers and remedies conferred upon the Purchasers in this Agreement. 19.6 In respect of any Shared Assets, Thales shall use its reasonable endeavours to secure for the Purchasers, for the same period as any member of the Thales Group has such benefit and/or use, the continued benefit and/or use of such Shared Assets in the same manner as the Shared Assets were used in the Business in the 12 month period prior to Completion and Thales shall procure that the cost to the Purchasers for the continued benefit or entitlement to such Shared Assets shall be no greater than the historical cost to the Business of such benefits or entitlements subject to a reasonable inflation allowance. 19.7 For the avoidance of doubt and without prejudice to clause 19.6, Thales shall grant or procure the grant to the Purchasers of the right and licence to the full benefit and use (as enjoyed by the Business prior to Completion) of all and any Intellectual Property Rights (other than Excluded Trade Marks) which are Shared Assets and which are owned by Thales or any member of the Thales Group, on a non-exclusive perpetual, irrevocable, royalty free, fully paid up basis for use exclusively in the business being acquired hereunder, except to the extent that such licence cannot lawfully be granted under any statutes or regulations in which case such licence shall be granted to the Purchasers on the most favourable lawful terms.
Appears in 1 contract
ACTION AFTER COMPLETION. 19.1 Thales will procure that 14.1 As soon as practicable after Completion, the Seller shall join with the Buyer in sending out:
14.1.1 a notice in the Agreed Form as set out in Schedule 10 to all the Seller’s customers relating to the CTL Business and a similar notice to such other third parties as the Buyer shall reasonably request informing them of the transfer of the CTL Business; and
14.1.2 a letter to the Employees in the Agreed Form as set out in Schedule 10.
14.2 All letters, notices, correspondence, information, orders information or enquiries relating to the CTL Business which are received by any member of or the Thales Group on or after Completion shall be passed to Nice as soon as is reasonably practicable.
19.2 Thales will procure that all monies or other items Assets which are received by the Thales Group on or Seller after Completion in connection with the Business shall as soon as reasonably practicable and in any event within 7 days will be passed or paid to Nice or such member of Nice Group as Nice may direct and, pending such passing or payment, the Buyer forthwith.
14.3 The Seller shall be held on trust for Nice or such member. Nice will procure that all monies or other items which are received by any member the names of Nice Group on or after Completion in connection with any business of the Seller and any member of the Thales Sellers’ Group or any Affiliate thereof will be changed within five Business Days of Completion to exclude the words “CTL”, “Card Tech”, “Card Technology”, any confusingly similar words or names and any words or names which may suggest a connection with the CTL Business. The Seller acknowledges that reputation and goodwill are attached to the names “CTL”, “Card Tech” or Card Technology, and that the Buyer is not acquired pursuant acquiring all rights in that name under this Agreement.
14.4 The Seller shall and on being required to this Agreement shall, as soon as reasonably practicable do so by the Buyer do or execute or procure the doing or executing of all acts and documents necessary to vest in any event within 7 days, be passed or paid to Thales or such member the Buyer the full benefit of the Thales Group as Thales may direct and, pending such passing or payment, shall be held on trust for Thales or such memberCTL Business and the Assets.
19.3 14.5 The Purchasers Seller shall following Completion retain procure that such books and records as are not included in good order and the Records but which contain information which should be provided to the Buyer or which it may reasonably require for a period not less than that for which Thales retains any liability under this 101 Agreement, all the purpose of the booksCTL Business or any Tax or other return in connection with it, accounts, records are properly and returns diligently maintained and that as from Completion are made available for inspection and copying by representatives of the Business in respect of the period prior to the Completion Date.
19.4 The Purchasers shall, following Completion, provide to Thales or any member of the Thales Group in response to reasonable request for such information from Thales:
(a) all reasonable access Buyer during business hours on reasonable advance notice to examine (and if necessary to take copies of) such books, accounts, records and returns as are referred to in Clause 19.3; andbeing given for a period of 6 years from Completion.
(b) all reasonable access to Nice's employees as it may reasonably request (and at Thales' cost) to enable Thales to deal with any correspondence, telephone calls, queries or requests from third parties including, without limitation, any governmental or regulatory authority and any person who was a customer or supplier of 14.6 For twelve months starting on the Business prior Completion Date the Seller shall give to the Completion Date; and
(c) Buyer, at the Buyer’s cost, such other information and assistance as may the Buyer shall reasonably be required by Thales, request in order for Thales of any Thales Affiliate to prosecute, defend of otherwise deal connection with any liability comprised in the Excluded LiabilitiesCTL Business and the Assets.
19.5 Save insofar as such costs arise in relation 14.7 The Buyer shall make available the Records which are delivered to the Purchaser recording title to any Business IPR at any relevant registry, Thales shall at its own cost, from time to time on reasonable notice, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form required and necessary for giving full effect Buyer pursuant to this Agreement and securing (or, where relevant, such parts of such Records as exist at the date hereof) for inspection by the Seller during business hours on reasonable advance notice being given for a period of 6 years from Completion.
14.8 The parties agree that as soon as practicable after Completion they will seek to the Purchasers the full benefit agree an apportionment of the Business Purchase Price and Assets and the other rights, powers and remedies conferred upon the Purchasers in any adjustment thereto (under Clause 5.2 of this Agreement.
19.6 In respect ) between the various Assets. Such apportionment is to be based on the respective market value of any Shared Assets, Thales shall use its reasonable endeavours to secure for the Purchasers, for the same period as any member of the Thales Group has such benefit and/or use, the continued benefit and/or use each of such Shared Assets in the same manner as the Shared Assets were used in the Business in the 12 month period prior to Completion and Thales shall procure that the cost to the Purchasers for the continued benefit or entitlement to such Shared Assets shall be no greater than the historical cost to the Business of such benefits or entitlements subject to a reasonable inflation allowance.
19.7 For the avoidance of doubt and without prejudice to clause 19.6, Thales shall grant or procure the grant to the Purchasers of the right and licence to the full benefit and use (as enjoyed by the Business prior to Completion) of all and any Intellectual Property Rights (other than Excluded Trade Marks) which are Shared Assets and which are owned by Thales or any member of the Thales Group, on a non-exclusive perpetual, irrevocable, royalty free, fully paid up basis for use exclusively in the business being acquired hereunder, except to Assets. To the extent that such licence apportionment among Assets other than goodwill results in a difference between the Purchase Price and any said adjustment thereto and the total amount so apportioned such difference shall be attributed to goodwill. If such agreement cannot lawfully be granted under any statutes or regulations in which case such licence reached within 45 days of Completion referral shall be granted made for determination of such apportionment to an independent member of the Institute of Chartered Accountants (or an equivalent body in any other jurisdiction including Cyprus) specialising in the valuation of assets of the type of assets concerned and acting as an expert not an arbitrator as agreed by the parties or in default of such agreement determined by the President for the time being of that institution. Such specialist shall also be authorised to determine how costs of obtaining his opinion should be allocated between the parties hereto.
14.9 Prior to the Purchasers on Termination Agreement coming into effect, the most favourable lawful termsSeller undertakes not to terminate any agreement with CTRL that is to be terminated pursuant to the Termination Agreement.
14.10 The Buyer agrees to assist and co-operate with the Seller in taking reasonable actions for the recovery of all withholding Taxes or other similar Taxes including applying for repayment of such Taxes which are properly deducted from the Receivables. To the extent that recovery of an amount is made by the Buyer in respect of any withholding Taxes, the Buyer agrees that within 10 business days of the receipt of such amount in cleared funds it will pay to the Seller as further consideration for such Receivable an amount equal to the amount recovered less any reasonable costs or expenses of professional advisors, Taxes or other third parties incurred by the Buyer. This Clause 14.10 is without prejudice to any of the Buyer’s other rights under this Agreement.
Appears in 1 contract
ACTION AFTER COMPLETION. 19.1 Thales will (a) The Vendor shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Business business of the Company and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the business of the Company and partly to one or more of the remaining businesses of the Vendor’s Group which are received by any member of the Thales Vendor’s Group on or after Completion shall be passed to Nice as soon as is reasonably practicablepracticable to the Purchaser.
19.2 Thales will (b) The Purchaser shall procure that originals of all monies notices, correspondence, information, orders or other items enquiries relating solely to one or more of the remaining businesses of the Vendor’s Group and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to one or more of the remaining businesses of the Vendor’s Group and partly to the business of the Company which are received by the Thales Purchaser’s Group on or after Completion in connection with shall be passed as soon as practicable to the Business relevant member of the Vendor’s Group.
(c) The Vendor shall, and shall procure that each member of the Vendor’s Group shall, ensure that any amounts received after Completion by the Vendor or, as the case may be, any other member of the Vendor’s Group, from any customer of the Company, being amounts invoiced by and payable to the Company, shall be passed on as soon as reasonably practicable to the Company.
(d) The Purchaser shall, and in any event within 7 days be passed or paid to Nice or such shall procure that each member of Nice the Purchaser’s Group shall, ensure that any amounts received after Completion by the Company or, as Nice the case may direct andbe, pending such passing or payment, shall be held on trust for Nice or such member. Nice will procure that all monies or other items which are received by any member of Nice Group on or after Completion in connection with the Purchaser’s Group, from any business customer of any member of the Thales Vendor’s Group which is not acquired pursuant (excluding the Company), being amounts invoiced by and payable to this Agreement shallsuch member of the Vendor’s Group, shall be passed on as soon as reasonably practicable and in any event within 7 days, be passed or paid to Thales or such the relevant member of the Thales Group as Thales may direct and, pending such passing or payment, shall be held on trust for Thales or such memberVendors’ Group.
19.3 The Purchasers shall following Completion retain in good order and for a period not less than that for which Thales retains any liability under this 101 Agreement, all of the books, accounts, records and returns of the Business in respect of the period prior to the Completion Date.
19.4 The Purchasers shall, following Completion, provide to Thales or any member of the Thales Group in response to reasonable request for such information from Thales:
(a) all reasonable access during business hours on reasonable notice to examine (and if necessary to take copies of) such books, accounts, records and returns as are referred to in Clause 19.3; and
(b) all reasonable access to Nice's employees as it may reasonably request (and at Thales' cost) to enable Thales to deal with any correspondence, telephone calls, queries or requests from third parties including, without limitation, any governmental or regulatory authority and any person who was a customer or supplier of the Business prior to the Completion Date; and
(c) such other information and assistance as may reasonably be required by Thales, in order for Thales of any Thales Affiliate to prosecute, defend of otherwise deal with any liability comprised in the Excluded Liabilities.
19.5 Save insofar as such costs arise in relation to the Purchaser recording title to any Business IPR at any relevant registry, Thales shall at its own cost, from time to time on reasonable notice, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form required and necessary for giving full effect to this Agreement and securing to the Purchasers the full benefit of the Business and Assets and the other rights, powers and remedies conferred upon the Purchasers in this Agreement.
19.6 In respect of any Shared Assets, Thales shall use its reasonable endeavours to secure for the Purchasers, for the same period as any member of the Thales Group has such benefit and/or use, the continued benefit and/or use of such Shared Assets in the same manner as the Shared Assets were used in the Business in the 12 month period prior to Completion and Thales shall procure that the cost to the Purchasers for the continued benefit or entitlement to such Shared Assets shall be no greater than the historical cost to the Business of such benefits or entitlements subject to a reasonable inflation allowance.
19.7 For the avoidance of doubt and without prejudice to clause 19.6, Thales shall grant or procure the grant to the Purchasers of the right and licence to the full benefit and use (as enjoyed by the Business prior to Completion) of all and any Intellectual Property Rights (other than Excluded Trade Marks) which are Shared Assets and which are owned by Thales or any member of the Thales Group, on a non-exclusive perpetual, irrevocable, royalty free, fully paid up basis for use exclusively in the business being acquired hereunder, except to the extent that such licence cannot lawfully be granted under any statutes or regulations in which case such licence shall be granted to the Purchasers on the most favourable lawful terms.
Appears in 1 contract
ACTION AFTER COMPLETION. 19.1 Thales will 13.1 To the extent that the provisions of Clause 16 do not apply, during the period from and including the Completion Date until and including the date falling three (3) months after the Completion Date, the Seller shall be entitled to send (or to procure that there is sent) to any third party supplier, customer and other business contact in respect of the Business one or more notices in such format as the Seller may reasonably determine informing them of the transfer of the Business PROVIDED THAT the contents of any such notice does not disclose information that is any more extensive than that contained in any Agreed Form announcement.
13.2 The Seller shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Business and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Business and partly to one or more of the remaining businesses or assets of the GSK Group which are received by any member of the Thales GSK Group on or after Completion shall be passed to Nice as soon as is reasonably practicablepracticable to the Purchaser.
19.2 Thales will 13.3 The Purchaser shall procure that originals of all monies notices, correspondence, information, orders or other items which are received by enquiries relating solely to one or more of the Thales remaining businesses or assets of the GSK Group on and copies of the relevant parts of all notices, correspondence, information, orders or after Completion in connection with enquiries relating partly to the Business shall as soon as reasonably practicable and in any event within 7 days be passed partly to one or paid to Nice more of the remaining businesses or such member assets of Nice the GSK Group as Nice may direct and, pending such passing or payment, shall be held on trust for Nice or such member. Nice will procure that all monies or other items which are received by any member of Nice the Purchaser’s Group on or after Completion in connection with any business of any shall be passed as soon as practicable to the relevant member of the Thales Group which GSK Group.
13.4 If, after Completion, it is not acquired determined by the United States Internal Revenue Service or by either the Purchaser or the Seller that any change is required to be made to the materials delivered pursuant to this Agreement shallClause 13.2, as soon as reasonably practicable the Seller and in any event within 7 days, be passed or paid to Thales or such member of the Thales Group as Thales may direct and, pending such passing or payment, Purchaser shall be held on trust for Thales or such member.
19.3 The Purchasers shall following Completion retain discuss in good order faith the changes required to be made and shall arrange for a period not less than that for which Thales retains any liability under this 101 Agreement, all of revised documents to be delivered within the books, accounts, records and returns of the Business in respect of the period prior to the Completion Datetime limits prescribed by applicable law.
19.4 The Purchasers shall, following Completion, provide to Thales or any member of the Thales Group in response to reasonable request for such information from Thales:
(a) all reasonable access during business hours on reasonable notice to examine (and if necessary to take copies of) such books, accounts, records and returns as are referred to in Clause 19.3; and
(b) all reasonable access to Nice's employees as it may reasonably request (and at Thales' cost) to enable Thales to deal with any correspondence, telephone calls, queries or requests from third parties including, without limitation, any governmental or regulatory authority and any person who was a customer or supplier of the Business prior to the Completion Date; and
(c) such other information and assistance as may reasonably be required by Thales, in order for Thales of any Thales Affiliate to prosecute, defend of otherwise deal with any liability comprised in the Excluded Liabilities.
19.5 Save insofar as such costs arise in relation to the Purchaser recording title to any Business IPR at any relevant registry, Thales shall at its own cost, from time to time on reasonable notice, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form required and necessary for giving full effect to this Agreement and securing to the Purchasers the full benefit of the Business and Assets and the other rights, powers and remedies conferred upon the Purchasers in this Agreement.
19.6 In respect of any Shared Assets, Thales shall use its reasonable endeavours to secure for the Purchasers, for the same period as any member of the Thales Group has such benefit and/or use, the continued benefit and/or use of such Shared Assets in the same manner as the Shared Assets were used in the Business in the 12 month period prior to Completion and Thales shall procure that the cost to the Purchasers for the continued benefit or entitlement to such Shared Assets shall be no greater than the historical cost to the Business of such benefits or entitlements subject to a reasonable inflation allowance.
19.7 For the avoidance of doubt and without prejudice to clause 19.6, Thales shall grant or procure the grant to the Purchasers of the right and licence to the full benefit and use (as enjoyed by the Business prior to Completion) of all and any Intellectual Property Rights (other than Excluded Trade Marks) which are Shared Assets and which are owned by Thales or any member of the Thales Group, on a non-exclusive perpetual, irrevocable, royalty free, fully paid up basis for use exclusively in the business being acquired hereunder, except to the extent that such licence cannot lawfully be granted under any statutes or regulations in which case such licence shall be granted to the Purchasers on the most favourable lawful terms.
Appears in 1 contract
Sources: Business Sale and Purchase Agreement (Prestige Brands Holdings, Inc.)
ACTION AFTER COMPLETION. 19.1 Thales will 10.1 The Seller shall, at any time and from time to time after Completion, upon the request of the Purchaser and at the expense of the Seller, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further deeds, assignments, transfers and conveyances as may reasonably be required for the better assigning, transferring, granting, conveying and confirming to the Purchaser, or the Designated Purchaser, as applicable or their respective successors and assigns, or for aiding and assisting in collecting and reducing to possession, any or all of the Commercialised Business Assets. The Seller hereby constitutes and appoints, effective as of Completion for the Commercialised Business Assets and with effect from the date of the relevant Third Party consent in respect of any Commercialised Business Assets subject to such a consent, the Purchaser, its successors and assigns as the true and lawful attorney of the Seller, at the expense and risk of the Purchaser, with full power of substitution in the name of the Purchaser or in the name of the Seller but for the benefit of the Purchaser to institute and prosecute all proceedings which the Purchaser may in its discretion deem proper in order to enforce any right, title or interest in, to or under the Commercialised Business Assets as the case maybe and to defend or compromise any and all actions, suits or proceedings in respect of any of the Assigned Assets and/or Licensed Assets, as applicable. The Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.
10.2 The Seller shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Commercialisation Business and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen Group which are received by any member of the Thales Aspen Group on or after Completion shall be passed to Nice as soon as is reasonably practicablepracticable to the Purchaser.
19.2 Thales will 10.3 The Purchaser shall procure that originals of all monies notices, correspondence, information, orders or other items which are received by enquiries relating solely to one or more of the Thales remaining businesses or assets of the Aspen Group on and copies of the relevant parts of all notices, correspondence, information, orders or after Completion in connection with enquiries relating partly to the Commercialisation Business shall as soon as reasonably practicable and in any event within 7 days be passed partly to one or paid to Nice more of the remaining businesses or such member assets of Nice the Aspen Group as Nice may direct and, pending such passing or payment, shall be held on trust for Nice or such member. Nice will procure that all monies or other items which are received by any member of Nice the Purchaser’s Group on or after Completion in connection with any business of any shall be passed as soon as practicable to the relevant member of the Thales Group which is not acquired Aspen Group.
10.4 The Seller shall conduct the Ongoing Clinical Trials in accordance with all Applicable Laws at no cost or expense to the Purchaser. The Seller shall promptly provide the Purchaser with the results of the Ongoing Clinical Trials, including the final report for such Ongoing Clinical Trials, and such results and reports shall be licensed to the Purchaser at no cost pursuant to this Agreement the provisions of Schedule 12.
10.5 Any Clinical Trials of any Product to be initiated or conducted after the Completion Date by or on behalf of either Party (or its Affiliates) in the Territory, shall be subject to the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or made conditional. The Party conducting the Clinical Trial shall conduct the Clinical Trial in accordance with all Applicable Laws, at no cost or expense to the other Party. To the extent that a Party undertakes Clinical Trials during the period of ten (10) years post the Completion Date, the Party undertaking such Clinical Trial shall promptly provide the other Party with the results of the Clinical Trial, including the final report for such Clinical Trial, and such results and reports shall be licensed to the other Party, at no cost pursuant to the provisions of Schedule 12.
10.6 For each of the Pending Product Registrations, from Completion until the transfer of the applicable Pending Product Registration to Purchaser or one of its Affiliates, Seller shall, and shall cause each of the Designated Sellers, as applicable, to (i) use commercially reasonable efforts in accordance with the Seller’s usual regulatory submission processes to receive registration of the relevant Pending Product Registration to from the applicable Governmental Authorities; (ii) notify Purchaser of any notifications or communications from a Governmental Authority regarding such Pending Product Registration; (iii) permit Purchaser or Purchaser’s Affiliate, upon Purchaser’s or its Affiliate’s request, to comment on, review or otherwise participate in all communications with the applicable Governmental Authority with respect to such Pending Product Registration; (iv) upon final approval of such Pending Product Registration, or at Purchaser’s option, and to the extent permitted by Applicable Law, prior to such final approval, transmit to Purchaser or one of its Affiliates all documents set forth on Exhibit 3 to Schedule 23 that are necessary for Purchaser to transfer the Pending Product Registration to Purchaser; and (v) maintain the approved Pending Product Registration until it is transferred to the Purchaser or Purchaser’s affiliate. As soon as reasonably practicable possible after the approval of the Pending Product Registration and in any event within 7 days, be passed or paid to Thales or such member six (6) months of the Thales Group as Thales may direct and, pending such passing or payment, shall be held on trust for Thales or such member.
19.3 The Purchasers shall following Completion retain in good order and for a period not less than that for which Thales retains any liability under this 101 Agreement, Seller providing Purchaser all of the books, accounts, records and returns of the Business in respect of the period prior documentation set forth on Exhibit 3 to the Completion Date.
19.4 The Purchasers shall, following Completion, provide Schedule 23 to Thales or any member of the Thales Group in response to reasonable request for such information from Thales:
(a) all reasonable access during business hours on reasonable notice to examine (and if necessary to take copies of) such books, accounts, records and returns as are referred to in Clause 19.3; and
(b) all reasonable access to Nice's employees as it may reasonably request (and at Thales' cost) to enable Thales to deal with any correspondence, telephone calls, queries or requests from third parties including, without limitation, any governmental or regulatory authority and any person who was a customer or supplier of the Business prior to the Completion Date; and
(c) such other information and assistance as may reasonably be required by Thales, in order for Thales of any Thales Affiliate to prosecute, defend of otherwise deal with any liability comprised in the Excluded Liabilities.
19.5 Save insofar as such costs arise in relation to the Purchaser recording title to any Business IPR at any relevant registry, Thales shall at its own cost, from time to time on reasonable notice, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form required and necessary for giving full effect to this Agreement and securing to the Purchasers the full benefit of the Business and Assets and the other rights, powers and remedies conferred upon the Purchasers in this Agreement.
19.6 In respect of any Shared Assets, Thales shall use its reasonable endeavours to secure for the Purchasers, for the same period as any member of the Thales Group has such benefit and/or use, the continued benefit and/or use of such Shared Assets in the same manner as the Shared Assets were used in the Business in the 12 month period prior to Completion and Thales shall procure that the cost to the Purchasers for the continued benefit or entitlement to such Shared Assets shall be no greater than the historical cost to the Business of such benefits or entitlements subject to a reasonable inflation allowance.
19.7 For the avoidance of doubt and without prejudice to clause 19.6, Thales shall grant or procure the grant to the Purchasers of the right and licence to the full benefit and use (as enjoyed by the Business prior to Completion) of all and any Intellectual Property Rights (other than Excluded Trade Marks) which are Shared Assets and which are owned by Thales or any member of the Thales GroupPurchaser’s satisfaction, on a nonPending Product Registration-exclusive perpetualby-Pending Product Registration basis, irrevocablethe Seller (or its Affiliates as applicable) and the Purchaser will do all things necessary to enable the Purchaser (unless local laws require otherwise), royalty freeusing commercially reasonable efforts, fully paid up basis to submit to the relevant Governmental Authority(ies) all documents required, and do all other things reasonably required, to procure the transfer of each Pending Product Registration. Subject to Paragraph 1.5.1 of B, the Parties are responsible for use exclusively their own costs and expenses incurred by them in complying with the business being acquired hereunderforegoing obligations; provided, except that Purchaser shall pay the reasonable and documented out-of-pocket costs of the Seller incurred after such six (6) month period following the provision of all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction with respect a Pending Product Registrations. Notwithstanding the foregoing terms of this Clause 10.6, to the extent that such licence canPurchaser does not lawfully be granted under any statutes submit one or regulations in which case such licence more Pending Product Registrations as a result of a request by the applicable Governmental Authority, then the six (6) month period shall be granted reasonably extended to the Purchasers on the most favourable lawful termsextent necessary for Purchaser to comply with such Governmental Authority’s request.
Appears in 1 contract
ACTION AFTER COMPLETION. 19.1 Thales will 13.1 To the extent that the provisions of Clause 16 do not apply, during the period from and including the Completion Date until and including the date falling three (3) months after the Completion Date, the Seller shall be entitled to send (or to procure that there is sent) to any third party supplier, customer and other business contact in respect of the Business one or more notices in such format as the Seller may reasonably determine informing them of the transfer of the Business PROVIDED THAT the contents of any such notice does not disclose information that is any more extensive than that contained in any Agreed Form announcement (including, for the avoidance of doubt, the Press Announcements).
13.2 The Seller shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Business and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Business and partly to one or more of the remaining businesses or assets of the GSK Group which are received by any member of the Thales GSK Group on or after Completion shall be passed to Nice as soon as is reasonably practicablepracticable to the Purchaser.
19.2 Thales will 13.3 The Purchaser shall procure that originals of all monies notices, correspondence, information, orders or other items which are received by enquiries relating solely to one or more of the Thales remaining businesses or assets of the GSK Group on and copies of the relevant parts of all notices, correspondence, information, orders or after Completion in connection with enquiries relating partly to the Business shall as soon as reasonably practicable and in any event within 7 days be passed partly to one or paid to Nice more of the remaining businesses or such member assets of Nice the GSK Group as Nice may direct and, pending such passing or payment, shall be held on trust for Nice or such member. Nice will procure that all monies or other items which are received by any member of Nice the Purchaser’s Group on or after Completion in connection with any business of any shall be passed as soon as practicable to the relevant member of the Thales Group which GSK Group.
13.4 If, after Completion, it is not acquired determined by the United States Internal Revenue Service or by either the Purchaser or the Seller that any change is required to be made to the materials delivered pursuant to this Agreement shallClause 13.2, the Seller and the Purchaser shall discuss in good faith the changes required to be made and shall arrange for revised documents to be delivered within the time limits prescribed by applicable law.
13.5 Within thirty (30) days of Completion, the Purchaser and the Seller shall jointly execute an election under proposed subsection 56.4(7) of the ITA and the corresponding provisions of any applicable provincial statute. The election shall be made using the applicable prescribed form, if any, or otherwise filed in a manner acceptable to the Canada Revenue Agency or the applicable provincial Tax authorities, as soon as reasonably practicable the case may be. The Purchaser and in any event within 7 days, be passed or paid to Thales or such member the Seller agree that no portion of the Thales Group purchase price allocable or payable for the Canadian Business Assets is specifically allocated to a restrictive covenant hereunder as Thales may direct and, pending such passing or payment, shall be held on trust for Thales or such member.
19.3 The Purchasers shall following Completion retain defined in good order and for a period not less than that for which Thales retains any liability under this 101 Agreement, all of the books, accounts, records and returns of the Business in respect of the period prior proposed definition pursuant to the Completion DateITA.
19.4 The Purchasers shall, following Completion, provide to Thales or any member of the Thales Group in response to reasonable request for such information from Thales:
(a) all reasonable access during business hours on reasonable notice to examine (and if necessary to take copies of) such books, accounts, records and returns as are referred to in Clause 19.3; and
(b) all reasonable access to Nice's employees as it may reasonably request (and at Thales' cost) to enable Thales to deal with any correspondence, telephone calls, queries or requests from third parties including, without limitation, any governmental or regulatory authority and any person who was a customer or supplier of the Business prior to the Completion Date; and
(c) such other information and assistance as may reasonably be required by Thales, in order for Thales of any Thales Affiliate to prosecute, defend of otherwise deal with any liability comprised in the Excluded Liabilities.
19.5 Save insofar as such costs arise in relation to the Purchaser recording title to any Business IPR at any relevant registry, Thales shall at its own cost, from time to time on reasonable notice, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form required and necessary for giving full effect to this Agreement and securing to the Purchasers the full benefit of the Business and Assets and the other rights, powers and remedies conferred upon the Purchasers in this Agreement.
19.6 In respect of any Shared Assets, Thales shall use its reasonable endeavours to secure for the Purchasers, for the same period as any member of the Thales Group has such benefit and/or use, the continued benefit and/or use of such Shared Assets in the same manner as the Shared Assets were used in the Business in the 12 month period prior to Completion and Thales shall procure that the cost to the Purchasers for the continued benefit or entitlement to such Shared Assets shall be no greater than the historical cost to the Business of such benefits or entitlements subject to a reasonable inflation allowance.
19.7 For the avoidance of doubt and without prejudice to clause 19.6, Thales shall grant or procure the grant to the Purchasers of the right and licence to the full benefit and use (as enjoyed by the Business prior to Completion) of all and any Intellectual Property Rights (other than Excluded Trade Marks) which are Shared Assets and which are owned by Thales or any member of the Thales Group, on a non-exclusive perpetual, irrevocable, royalty free, fully paid up basis for use exclusively in the business being acquired hereunder, except to the extent that such licence cannot lawfully be granted under any statutes or regulations in which case such licence shall be granted to the Purchasers on the most favourable lawful terms.
Appears in 1 contract
Sources: Business Sale and Purchase Agreement (Prestige Brands Holdings, Inc.)
ACTION AFTER COMPLETION. 19.1 Thales will procure that all notices7.1 Without prejudice to its right to carry on the Excluded Businesses, immediately following Completion the Vendor shall discontinue carrying on the Business.
7.2 Notices, correspondence, information, orders or enquiries relating (“Communications”) of a material nature to the extent that they relate to the Business which are received by any member or the Assets (excluding those in relation to settlement of the Thales Group on or after Completion shall be passed to Nice as soon as is reasonably practicable.
19.2 Thales will procure that all monies or other items Liabilities) which are received by the Thales Group on or Vendor after Completion in connection with the Business shall as soon as reasonably practicable be passed to the Purchaser and any Communications received by the Purchaser after Completion to the extent that they relate to the Excluded Businesses or the Excluded Assets or the Liabilities shall as soon as reasonably practicable be passed to the Vendor.
7.3 Subject to the provisions of clause 7.4 below, the Vendor undertakes to procure that after Completion neither the Vendor nor any other member of the Vendor’s Group shall use in any event within 7 days way whatsoever any name including the words “Perfect Pizza”, “Gino’s Pizza” or “Gino’s Dial-a-Pizza” or any other name intended or likely to be passed confused with any such names or paid to Nice or such member of Nice Group as Nice may direct and, pending such passing or payment, shall be held on trust for Nice or such member. Nice will procure that all monies or other items which are received by suggest any connection with any member of Nice the Purchaser’s Group or use the “Perfect Pizza”, “Gino’s Pizza” or “Gino’s Dial-a-Pizza” logo or livery (including where the “Perfect Pizza”, “Gino’s Pizza” or “Gino’s Dial-a-Pizza” name, logo or livery appears on or is embedded in any item (including stationery)) and shall immediately change or remove or procure change or removal of any sign boards, fascias, logos, promotional materials or similar items at any property owned by the Vendor in the style of or containing the “Perfect Pizza”, “Gino’s Pizza” or “Gino’s Dial-a-Pizza” name or any related logo or livery save that the Vendor may continue to display or permit the display of the “Perfect Pizza”, “Gino’s Pizza” or “Gino’s Dial-a-Pizza” logos on delivery trucks owned or operated by or for the Vendor if such trucks deliver to the Business and the Purchaser acknowledges and agrees that the Vendor may require up to 30 days from Completion in order to alter the name “Perfect Pizza House” at its premises at ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
7.4 The provisions of clause 7.3 shall be without prejudice to the right of the Vendor’s Group to continue at any time after Completion to use the phrase “…delivering the perfect pizza” in the manner and in the territory currently used, which for the avoidance of doubt shall be outside the United Kingdom, in the ordinary course of the Excluded Business as part of any trade ▇▇▇▇ or logo of the Vendor’s Group or otherwise howsoever and the Purchaser hereby expressly authorises such use on a perpetual, royalty free basis.
7.5 The Purchaser undertakes to procure that after Completion neither the Purchaser nor any other member of the Purchaser’s Group shall use in any way whatsoever any name including the word or words “Papa”, “▇▇▇▇” or “Papa John’s” or any other name intended or likely to be confused with any such names or suggest any connection with any business member of the Vendor’s Group or use the “Papa John’s” logo or livery (including where the “Papa John’s” name, logo or livery appears on or is embedded in any item (including stationery)) and shall immediately change or remove or procure change or removal of any sign boards, fascias, logos, promotional materials or similar items at the Properties in the style of or containing the “Papa John’s” name or any related logo or livery.
7.6 The Purchaser shall not, after Completion, be allowed access to the Vendor’s “In-Touch” or “Airwaves” systems and the Purchaser undertakes to procure that none of its franchisees use or continue to use either of these systems. The Purchaser acknowledges and agrees that, to the extent that it is able to do so, immediately upon Completion the Vendor will terminate all rights of access of the Purchaser and its franchisees to those systems.
7.7 As soon as is reasonably practicable after Completion the Vendor and the Purchaser shall issue a statement in the Approved Form to the Franchisees and the suppliers of the Business informing them of the transfer of the Business to the Purchaser.
7.8 Each party undertakes to and covenants with the other that it shall not, and it shall procure that each member of (respectively) the Vendor’s Group or the Purchaser’s Group shall not for the period of 5 years after Completion (except as required by law or any regulatory authority) disclose or divulge to any person (other than to officers or employees of any member of the Thales other party’s Group which whose province it is not acquired pursuant to this Agreement shall, as soon as reasonably practicable and in any event within 7 days, be passed know the same or paid to Thales or such member of use (other than for the Thales Group as Thales may direct and, pending such passing or payment, shall be held on trust for Thales or such member.
19.3 The Purchasers shall following Completion retain in good order and for a period not less than that for which Thales retains any liability under this 101 Agreement, all of the books, accounts, records and returns of the Business in respect of the period prior to the Completion Date.
19.4 The Purchasers shall, following Completion, provide to Thales or any member of the Thales Group in response to reasonable request for such information from Thales:
(a) all reasonable access during business hours on reasonable notice to examine (and if necessary to take copies of) such books, accounts, records and returns as are referred to in Clause 19.3; and
(b) all reasonable access to Nice's employees as it may reasonably request (and at Thales' cost) to enable Thales to deal with any correspondence, telephone calls, queries or requests from third parties including, without limitation, any governmental or regulatory authority and any person who was a customer or supplier of the Business prior to the Completion Date; and
(c) such other information and assistance as may reasonably be required by Thales, in order for Thales of any Thales Affiliate to prosecute, defend of otherwise deal with any liability comprised in the Excluded Liabilities.
19.5 Save insofar as such costs arise in relation to the Purchaser recording title to any Business IPR at any relevant registry, Thales shall at its own cost, from time to time on reasonable notice, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form required and necessary for giving full effect to this Agreement and securing to the Purchasers the full benefit of the Business other party) any Confidential Information which may be within or have come to its knowledge, possession, custody or control and Assets and the other rights, powers and remedies conferred upon the Purchasers in this Agreement.
19.6 In respect of any Shared Assets, Thales it shall use its reasonable endeavours to secure prevent the publication, disclosure or misuse of any such Confidential Information.
8.1 All amounts expressed in this Agreement as payable by the Purchaser are expressed exclusive of any VAT which may be chargeable thereon.
8.2 The parties intend that the Business shall be transferred as a going concern with effect from the Effective Date and that the provisions of Article 5 of the Value Added Tax (Special Provisions) Order 1995 will apply to the transfer and the sale and purchase of the Business and the Assets.
8.3 The Purchaser will within 30 days of the Completion Date give notice of such transfer to the appropriate office of HM Revenue and Customs in accordance with applicable regulations and requirements.
8.4 The Purchaser warrants to (and hereby notifies) the Vendor that:
8.4.1 after the Completion Date it is the Purchaser’s intention that the Business will be carried on by it as a going concern and that the Assets will be used by it in carrying on the Business or the same kind of business whether or not as part of any existing business of the Purchaser;
8.4.2 it is properly registered for the Purchaserspurposes of VAT (and the Purchaser shall on or before Completion produce evidence reasonably satisfactory to the Vendor that it is so registered or has applied for such registration);
8.4.3 it has validly made an election to waive exemption pursuant to Schedule 10 Paragraph 2 VATA 1994 in respect of the Properties and such election has been notified in writing to H M Revenue and Customs, remains effective and will not after Completion be withdrawn or disapplied;
8.4.4 the election referred to in clause 8.4.3 will not be revoked within 3 months of its making;
8.4.5 article 5 paragraph (2B) of the Value Added Tax (Special Provisions) Order 1995/1268 does not apply to the Purchaser; and
8.4.6 the Purchaser will acquire and hold the Assets as beneficial owner and not as a nominee or trustee for or in a representative capacity for any other person.
8.5 The parties further intend that Section 49 VATA 1994 will apply to the transfer of the Business under this Agreement and accordingly:
8.5.1 on Completion, the Vendor shall retain the VAT Records; and
8.5.2 the Vendor shall make a request to HM Revenue and Customs for the same period VAT Records to be preserved by the Vendor rather than the Purchaser.
8.6 If, notwithstanding clause 8.2, HM Revenue and Customs shall determine that VAT is chargeable in respect of the supply of all or any part of the Business or the Assets under this Agreement, the Vendor shall notify the Purchaser of that determination within 10 Business Days of its being so advised by HM Revenue and Customs and the Purchaser shall pay to the Vendor by way of additional consideration a sum equal to the amount of VAT determined by HM Revenue and Customs to be so chargeable within 10 Business Days of the Vendor notifying the Purchaser of that determination (and against delivery by the Vendor of an appropriate tax invoice for VAT purposes). If such determination is caused as a direct result of any act or omission by the Purchaser, including non-compliance by the Purchaser with any of the matters warranted by it in clause 8.4, the Purchaser shall indemnify the Vendor in respect of any penalties, interest or other payments imposed on the Vendor by HM Revenue and Customs as a result of VAT not having been charged by the Vendor in respect of the sale of the Business and the Assets under this Agreement.
8.7 The Vendor shall be entitled to receive and to retain for its own benefit all reimbursement or credit from HM Revenue and Customs for VAT borne by the Vendor on goods and services supplied to the Vendor or any other member of the Thales Vendor’s Group has such benefit and/or use, the continued benefit and/or use of such Shared Assets in the same manner as the Shared Assets were used in the Business in the 12 month period prior to Completion and Thales shall procure that the cost any payments received in respect of VAT overpaid to the Purchasers for the continued benefit or entitlement to such Shared Assets shall be no greater than the historical cost to the Business of such benefits or entitlements subject to a reasonable inflation allowanceHM Revenue and Customs prior thereto.
19.7 For the avoidance of doubt and without prejudice to clause 19.6, Thales shall grant or procure the grant to the Purchasers of the right and licence to the full benefit and use (as enjoyed by the Business prior to Completion) of all and any Intellectual Property Rights (other than Excluded Trade Marks) which are Shared Assets and which are owned by Thales or any member of the Thales Group, on a non-exclusive perpetual, irrevocable, royalty free, fully paid up basis for use exclusively in the business being acquired hereunder, except to the extent that such licence cannot lawfully be granted under any statutes or regulations in which case such licence shall be granted to the Purchasers on the most favourable lawful terms.
Appears in 1 contract
ACTION AFTER COMPLETION. 19.1 Thales will 11.1 At the request of the Purchaser, the Unilever Parents shall procure that the Business Sellers shall, for a period of three months following Completion, join with the Purchaser (or the relevant Designated Purchaser) in sending out notices and letters in such form as the Purchaser may reasonably require to all of those suppliers and customers of the Sanex Perimeter and other business contacts of the Sanex Perimeter informing them of the transfer of the Sanex Perimeter.
11.2 Subject to the provisions of paragraphs (C) and (D) of Schedule 10 (VAT) to this Agreement, the Unilever Parents shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Sanex Perimeter and copies of the relevant parts of notices, correspondence, information, orders or enquiries relating partly to the Sanex Perimeter and partly to the Retained Business (the “Partly Retained Business Documents”) which are received by any member of the Thales Unilever Group on or after Completion shall be passed to Nice as soon as is reasonably practicablepracticable and, in any event, within 10 Business Days of such receipt to the relevant members of the Purchaser's Group or as the Purchaser may from time to time designate, PROVIDED THAT the Unilever Parents shall be entitled to redact and keep confidential the Partly Retained Business Documents in their reasonable discretion.
19.2 Thales will 11.3 The Purchaser shall procure that originals of all monies notices, correspondence, information, orders or other items enquiries relating solely to the Retained Business and copies of the relevant parts of notices, correspondence, information, orders or enquiries relating partly to the Retained Business and partly to the Sanex Perimeter (the “Partly Retained Documents”) which are received by the Thales Purchaser's Group on or after Completion in connection with the Business shall be passed as soon as reasonably practicable and and, in any event event, within 7 days be passed or paid 10 Business Days of such receipt to Nice or such member of Nice Group as Nice may direct and, pending such passing or payment, shall be held on trust for Nice or such member. Nice will procure that all monies or other items which are received by any member of Nice Group on or after Completion in connection with any business of any the relevant member of the Thales Group which is not acquired pursuant to this Agreement shall, as soon as reasonably practicable and in any event within 7 days, be passed or paid to Thales or such member of the Thales Unilever Group as Thales the Unilever Parents may direct and, pending such passing or payment, shall be held on trust for Thales or such member.
19.3 The Purchasers shall following Completion retain in good order and for a period not less than that for which Thales retains any liability under this 101 Agreement, all of the books, accounts, records and returns of the Business in respect of the period prior to the Completion Date.
19.4 The Purchasers shall, following Completion, provide to Thales or any member of the Thales Group in response to reasonable request for such information from Thales:
(a) all reasonable access during business hours on reasonable notice to examine (and if necessary to take copies of) such books, accounts, records and returns as are referred to in Clause 19.3; and
(b) all reasonable access to Nice's employees as it may reasonably request (and at Thales' cost) to enable Thales to deal with any correspondence, telephone calls, queries or requests from third parties including, without limitation, any governmental or regulatory authority and any person who was a customer or supplier of the Business prior to the Completion Date; and
(c) such other information and assistance as may reasonably be required by Thales, in order for Thales of any Thales Affiliate to prosecute, defend of otherwise deal with any liability comprised in the Excluded Liabilities.
19.5 Save insofar as such costs arise in relation to the Purchaser recording title to any Business IPR at any relevant registry, Thales shall at its own cost, from time to time on reasonable noticedesignate, do or procure PROVIDED THAT the doing of all such acts and/or execute or procure Purchaser shall be entitled to redact and keep confidential the execution of all such documents Partly Retained Documents in a form required and necessary for giving full effect to this Agreement and securing to the Purchasers the full benefit of the Business and Assets and the other rights, powers and remedies conferred upon the Purchasers in this Agreement.
19.6 In respect of any Shared Assets, Thales shall use its reasonable endeavours to secure for the Purchasers, for the same period as any member of the Thales Group has such benefit and/or use, the continued benefit and/or use of such Shared Assets in the same manner as the Shared Assets were used in the Business in the 12 month period prior to Completion and Thales shall procure that the cost to the Purchasers for the continued benefit or entitlement to such Shared Assets shall be no greater than the historical cost to the Business of such benefits or entitlements subject to a reasonable inflation allowancediscretion.
19.7 For the avoidance of doubt and without prejudice to clause 19.6, Thales shall grant or procure the grant to the Purchasers of the right and licence to the full benefit and use (as enjoyed by the Business prior to Completion) of all and any Intellectual Property Rights (other than Excluded Trade Marks) which are Shared Assets and which are owned by Thales or any member of the Thales Group, on a non-exclusive perpetual, irrevocable, royalty free, fully paid up basis for use exclusively in the business being acquired hereunder, except to the extent that such licence cannot lawfully be granted under any statutes or regulations in which case such licence shall be granted to the Purchasers on the most favourable lawful terms.
Appears in 1 contract
Sources: Business and Share Sale and Purchase Agreement (Colgate Palmolive Co)
ACTION AFTER COMPLETION. 19.1 Thales will procure 11.1. The Seller authorises the Buyer to issue, as soon as practicable after Completion,:
11.1.1. a notice to each Customer and supplier and other relevant business contacts informing them of the transfer of the Business to the Buyer; and Exhibit 10 2 Business Purchase Agreement EXECUTION VERSION
11.1.2. a letter to each Employee explaining that his or her employment has been transferred to the Buyer pursuant to TUPE.
11.2. Each party shall immediately pass to the other all notices, correspondence, information, orders or orders, enquiries and other documentation, items and all money relating to the Business which are received by any member of the Thales Group on or after Completion shall be passed to Nice as soon as is reasonably practicable.
19.2 Thales will procure that all monies or other items which are received by the Thales Group on or after Completion in connection connected with the Business shall as soon as reasonably practicable and in any event within 7 days be passed or paid to Nice or such member of Nice Group as Nice may direct and, pending such passing or payment, shall be held on trust for Nice or such member. Nice will procure that all monies or other items the Assets which are received by any member of Nice Group on or it receives after Completion and which belong to the other party, save that the provisions of clause 8 shall apply with regard to any payments received in connection with any business respect of any member of the Thales Group which is not acquired pursuant to this Agreement shall, as soon as reasonably practicable and in any event within 7 days, be passed or paid to Thales or such member of the Thales Group as Thales may direct and, pending such passing or payment, shall be held on trust for Thales or such memberPeriodical Receipts.
19.3 11.3. The Purchasers Seller shall following Completion retain in good order and for a period not less than that for which Thales retains any liability under this 101 Agreement, all of give the Buyer such reasonable access during business hours to the books, accounts, records and returns of the Seller relating to or in connection with the Business in respect as the Buyer may require (including the right to take copies and extracts on reasonable advance notice).
11.4. The Seller shall provide and shall procure that its employees provide the Buyer with such information relating to the activities and operations of, and the products and services supplied or to be supplied by, the Business at Completion as the Buyer may request.
11.5. The Buyer shall give the Seller such reasonable access to the Records for inspection by representatives of the period prior to the Completion Date.
19.4 The Purchasers shall, following Completion, provide to Thales or any member of the Thales Group in response to reasonable request for such information from Thales:
(a) all reasonable access Seller during business hours on reasonable notice to examine as the Seller may require (and if necessary including the right to take copies of) such booksand extracts on reasonable advance notice).
11.6. All money and other items belonging to the Buyer, accounts, records and returns as which are referred to received by the Seller on or after the Effective Time in Clause 19.3; and
(b) all reasonable access to Nice's employees as it may reasonably request (and at Thales' cost) to enable Thales to deal connection with the Business or any correspondence, telephone calls, queries or requests from third parties including, without limitation, any governmental or regulatory authority and any person who was a customer or supplier of the Business prior Assets, shall be held in trust for the Buyer and shall be paid promptly to the Completion Date; and
(c) such other information and assistance as may reasonably be required by Thales, in order for Thales of any Thales Affiliate to prosecute, defend of otherwise deal with any liability comprised in the Excluded LiabilitiesBuyer.
19.5 Save insofar as such costs arise in relation 11.7. All money or other items belonging to the Purchaser recording title to Seller, which are received by the Buyer on or after the Effective Time in connection with the Business or any Business IPR at any relevant registryof the Assets, Thales shall at its own cost, from time to time on reasonable notice, do or procure be held in trust for the doing of all such acts and/or execute or procure the execution of all such documents in a form required Seller and necessary for giving full effect to this Agreement and securing shall be paid promptly to the Purchasers the full benefit of the Business and Assets and the other rights, powers and remedies conferred upon the Purchasers in this AgreementSeller.
19.6 In respect of any Shared Assets, Thales shall use its reasonable endeavours to secure for the Purchasers, for the same period as any member of the Thales Group has such benefit and/or use, the continued benefit and/or use of such Shared Assets in the same manner as the Shared Assets were used in the Business in the 12 month period prior to Completion and Thales shall procure that the cost to the Purchasers for the continued benefit or entitlement to such Shared Assets shall be no greater than the historical cost to the Business of such benefits or entitlements subject to a reasonable inflation allowance.
19.7 For the avoidance of doubt and without prejudice to clause 19.6, Thales shall grant or procure the grant to the Purchasers of the right and licence to the full benefit and use (as enjoyed by the Business prior to Completion) of all and any Intellectual Property Rights (other than Excluded Trade Marks) which are Shared Assets and which are owned by Thales or any member of the Thales Group, on a non-exclusive perpetual, irrevocable, royalty free, fully paid up basis for use exclusively in the business being acquired hereunder, except to the extent that such licence cannot lawfully be granted under any statutes or regulations in which case such licence shall be granted to the Purchasers on the most favourable lawful terms.
Appears in 1 contract
ACTION AFTER COMPLETION. 19.1 Thales will 12.1 If so requested by the Relevant Purchasers, the Relevant Sellers shall, for a period of three months or for so long thereafter as the Relevant Purchasers may reasonably request following Completion, join with the Relevant Purchasers in sending out notices (such notices to be agreed between the Relevant Sellers and the Relevant Purchasers prior to being sent out) to all third party suppliers and third party customers in relation to the Business and other business contacts relating to the Business informing them of the transfer of the Business.
12.2 The Relevant Sellers shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Business and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Business and partly to one or more of the remaining businesses of the Sellers’ Group which are received by any member of the Thales Sellers’ Group on or after Completion shall be passed to Nice as soon as is reasonably practicablepracticable to the Relevant Purchaser.
19.2 Thales will 12.3 The Relevant Purchaser shall procure that originals of all monies notices, correspondence, information, orders or other items enquiries relating solely to one or more of the remaining businesses of the Sellers’ Group and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to one or more of the remaining businesses of the Sellers’ Group and partly to the Business which are received by the Thales Purchaser’s Group on or after Completion in connection with the Business shall be passed as soon as reasonably practicable and in any event within 7 days be passed or paid to Nice or such the relevant member of Nice the Sellers’ Group.
12.4 Without limiting clause 14.4(i), all moneys or other items belonging to the Relevant Purchaser or to any other member of the Purchaser’s Group as Nice may direct which are received by the Relevant Sellers or any other member of the Sellers’ Group on or after Completion and were comprised within or were represented by the Business or any of the Business Assets sold at Completion pursuant to this Agreement shall be promptly paid over or delivered to the Relevant Purchasers or the relevant member of the Purchaser’s Group and, pending such passing or payment, shall be held on trust for Nice (or procured to be held in trust) by the Relevant Sellers or such member. Nice will procure that all monies other member of the Sellers’ Group for the Relevant Purchasers or the relevant member of the Purchaser’s Group.
12.5 All moneys or other items belonging to the Relevant Sellers or to any other member of the Sellers’ Group which are received by the Relevant Purchasers or any other member of Nice the Purchaser’s Group on or after Completion in connection with and were excluded from the Business or any business of any member of the Thales Group which is not acquired Business Assets sold at Completion pursuant to this Agreement shall, as soon as reasonably practicable and in any event within 7 days, shall be passed promptly paid over or paid delivered to Thales the Relevant Sellers or such the relevant member of the Thales Sellers’ Group as Thales may direct and, pending such passing or payment, shall be held on trust (or procured to be held in trust) by the Relevant Purchasers for Thales the Relevant Sellers (or such member.
19.3 The Purchasers shall following Completion retain in good order and for a period not less than that for which Thales retains any liability under this 101 Agreement, all of the books, accounts, records and returns of the Business in respect of the period prior to the Completion Date.
19.4 The Purchasers shall, following Completion, provide to Thales or any other relevant member of the Thales Group in response to reasonable request for such information from Thales:
(a) all reasonable access during business hours on reasonable notice to examine (and if necessary to take copies of) such booksSellers’ Group, accounts, records and returns as are referred to in Clause 19.3; and
(b) all reasonable access to Nice's employees as it may reasonably request (and at Thales' cost) to enable Thales to deal with any correspondence, telephone calls, queries or requests from third parties including, without limitation, any governmental or regulatory authority and any person who was a customer or supplier of the Business prior to the Completion Date; and
(c) such other information and assistance as may reasonably be required by Thales, in order for Thales of any Thales Affiliate to prosecute, defend of otherwise deal with any liability comprised in the Excluded Liabilities.
19.5 Save insofar as such costs arise in relation to the Purchaser recording title to any Business IPR at any relevant registry, Thales shall at its own cost, from time to time on reasonable notice, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form required and necessary for giving full effect to this Agreement and securing to the Purchasers the full benefit of the Business and Assets and the other rights, powers and remedies conferred upon the Purchasers in this Agreement.
19.6 In respect of any Shared Assets, Thales shall use its reasonable endeavours to secure for the Purchasers, for the same period as any member of the Thales Group has such benefit and/or use, the continued benefit and/or use of such Shared Assets in the same manner as the Shared Assets were used in the Business in the 12 month period prior to Completion and Thales shall procure that the cost to the Purchasers for the continued benefit or entitlement to such Shared Assets shall be no greater than the historical cost to the Business of such benefits or entitlements subject to a reasonable inflation allowancecase may be).
19.7 For the avoidance of doubt and without prejudice to clause 19.6, Thales shall grant or procure the grant to the Purchasers of the right and licence to the full benefit and use (as enjoyed by the Business prior to Completion) of all and any Intellectual Property Rights (other than Excluded Trade Marks) which are Shared Assets and which are owned by Thales or any member of the Thales Group, on a non-exclusive perpetual, irrevocable, royalty free, fully paid up basis for use exclusively in the business being acquired hereunder, except to the extent that such licence cannot lawfully be granted under any statutes or regulations in which case such licence shall be granted to the Purchasers on the most favourable lawful terms.
Appears in 1 contract
Sources: Master Business and Share Sale and Purchase Agreement (Sappi LTD)
ACTION AFTER COMPLETION. 19.1 Thales will (B) The Sellers shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the European Culinary Brands Business and copies of all notices, correspondence, information, orders or enquiries relating partly to the European Culinary Brands Business and partly to one or more of the remaining businesses of the Sellers' Group which are received by any member of the Thales Sellers' Group on or after Completion shall be passed to Nice as soon as is reasonably practicablepracticable and in any event, within 10 Business Days of such receipt to the relevant members of the Purchaser's Group or as the Purchaser may from time to time designate.
19.2 Thales will (C) The Purchaser shall procure that originals of all monies notices, correspondence, information, orders or other items enquiries relating solely to one or more of the remaining businesses of the Sellers' Group and copies of all notices, correspondence, information, orders or enquiries relating partly to one or more of the remaining businesses of the Sellers' Group and partly to the European Culinary Brands Business which are received by the Thales Purchaser's Group on or after Completion in connection with the Business shall be passed as soon as reasonably practicable and in any event event, within 7 days be passed or paid 10 Business Days of such receipt to Nice or such member of Nice Group as Nice may direct and, pending such passing or payment, shall be held on trust for Nice or such member. Nice will procure that all monies or other items which are received by any member of Nice Group on or after Completion in connection with any business of any the relevant member of the Thales Sellers' Group which is not acquired pursuant as the Sellers may from time to this Agreement time designate.
(D) The Sellers shall procure that each Business Seller shall, as soon as reasonably practicable after receipt thereof and in any event event, within 7 days10 Business Days of such receipt, be passed pay to the Purchaser (on behalf of the relevant Designated Purchaser) an amount equal to any monies which it receives after Completion to the extent that such monies are attributable to the Purchaser (or the Designated Purchaser) and have been paid in connection with the Business Assets.
(E) The Purchaser shall, as soon as reasonably practicable after receipt thereof and in any event, within 10 Business Days of such receipt, pay to Thales or such the relevant member of the Thales Sellers' Group as Thales may direct and, pending such passing or payment, shall be held on trust for Thales or such member.
19.3 The Purchasers shall following Completion retain in good order and for a period not less than that for an amount equal to any monies which Thales retains any liability under this 101 Agreement, all member of the books, accounts, records Purchaser's Group receives after Completion to the extent that such monies are attributable to that member of the Sellers' Group and returns were not part of the Business in respect Assets.
(F) Purchaser (on behalf of the period prior relevant Designated Purchaser) directs and shall execute an instrument of proxy or other document which enables the Purchaser (on behalf of the relevant Designated Purchaser) or its representative to attend and vote at any meeting of the Completion DateCompany.
19.4 The Purchasers shall, following Completion, provide (G) As soon as possible after Completion and with respect to Thales any UK Business Assets which are plant and machinery for the purposes of Part II of the Capital Allowances Act 1990 and which are also fixtures (as that term is defined in section 51(2) of that Act) and which the Sellers or any member of the Thales Sellers' Group have been claiming allowances as fixtures, the Sellers shall procure that the relevant member of the Sellers' Group shall, and the Purchaser shall procure that the relevant Designated Purchaser shall, jointly elect by notice pursuant to section 59B(2) of that Act to determine in response accordance with section 59B and 59C of that Act how much of the consideration payable under this Agreement should reasonably fall to be treated as expenditure on the provision of such fixtures.
(H) In respect of all the registered Intellectual Property which is owned by the Company or which has been transferred to the Purchaser's Group under the Intellectual Property Assignments, the Sellers shall as soon as reasonably practicable, and shall in any event use their reasonable request for such information from Thalesendeavours to do so within 3 months of Completion, deliver to the Purchaser:
(ai) subject to paragraph (ii) below, the originals of all reasonable access during business hours on reasonable notice to examine registration certificates and renewal certificates and (and if necessary to take copies ofwhere no registration has yet been obtained) such books, accounts, records and returns as are referred to in Clause 19.3the applicable receipts; andor
(bii) where no originals exists for the documents described in (i) above then the best available copy (if any).
(I) In respect of all reasonable access the registered Intellectual Property and applications for registration of Intellectual Property which are owned by the Company or which have been transferred to Nicethe Purchaser's employees as it may reasonably request Group under the Intellectual Property Assignments, the Sellers shall procure (and at Thales' costi) to enable Thales to deal with any correspondencefor the period of 12 months from Completion, telephone calls, queries or requests from third parties including, without limitation, any governmental or regulatory authority and any person who was that all renewal fees which a customer or supplier member of the Business prior to Sellers' Group becomes aware are payable, are paid within the Completion Date; and
timeframes for payment, and (cii) that a copy of all correspondence received by a member of the Sellers' Group regarding the maintenance of such other information registrations and assistance as may reasonably be required by Thalesthe prosecution of such applications is, in order for Thales of any Thales Affiliate to prosecuteeach case, defend of otherwise deal with any liability comprised in the Excluded Liabilities.
19.5 Save insofar as such costs arise in relation provided to the Purchaser recording title to any Business IPR at any relevant registrypromptly. The Purchaser shall reimburse the Sellers, Thales shall at its own cost, from time to time on reasonable notice, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form required and necessary for giving full effect to this Agreement and securing to the Purchasers the full benefit behalf of the Business and Assets and the other rights, powers and remedies conferred upon the Purchasers in this Agreement.
19.6 In respect of any Shared Assets, Thales shall use its reasonable endeavours to secure for the Purchasers, for the same period as any relevant member of the Thales 27 27 Sellers' Group, in a timely manner for all external costs incurred by that member of the Sellers' Group has such benefit and/or usein connection with this Clause.
(J) If the Sellers or Business Sellers have not assigned to the Purchaser or to another member of the Purchaser's Group by operation of this Agreement or under any of the Intellectual Property Assignments any Business IPR, the continued benefit and/or Sellers undertake to procure that the relevant Business Seller assigns such Business IPR to the Purchaser or to another member of the Purchaser's Group nominated by the Purchaser.
(K) The Seller shall procure that at Completion relevant members of the Sellers' Group grant to the Purchaser (or, at the Purchaser's election, another member of the Purchaser's Group) a perpetual, non-exclusive royalty-free, irrevocable, assignable licence (with the right to sub-license) to use of such Shared Assets in any Intellectual Property (other than the same manner as Excluded IPR, the Shared Assets were Raguletto Marks, any trade mark (▇▇gistered or unregistered) and patent or any registered design (or application for a registered design)) which was used (but not exclusively used) in the Business in the 12 month period prior to Completion and Thales shall procure that the cost to the Purchasers for the continued benefit or entitlement to such Shared Assets shall be no greater than the historical cost to the Business of such benefits or entitlements subject to a reasonable inflation allowance.
19.7 For the avoidance of doubt and without prejudice to clause 19.6, Thales shall grant or procure the grant to the Purchasers of the right and licence to the full benefit and use (as enjoyed by the Business twelve months prior to Completion) of all and any Intellectual Property Rights (other than Excluded Trade Marks) which are Shared Assets and which are owned by Thales or any member of the Thales Group, on a non-exclusive perpetual, irrevocable, royalty free, fully paid up basis for use exclusively in the business being acquired hereunder, except to the extent that such licence cannot lawfully be granted under any statutes or regulations in which case such licence shall be granted to the Purchasers on the most favourable lawful terms.
Appears in 1 contract
Sources: Business and Share Sale and Purchase Agreement (Campbell Soup Co)