Conduct Before Completion Sample Clauses

Conduct Before Completion. Subject to clause 5.2: (a) From the date of this Agreement until Completion, each Seller Party must: (i) fulfil its obligations under the Joint Venture Agreements in a timely manner, including without limitation the requirement to vote on resolutions put to the Seller Party as holder of the Sale Interests; (ii) in the ordinary and normal course undertake all actions required of them as the holder of the Sale Interests; (iii) to the extent possible having regard to their interest in the relevant Sale Interests ensure that each Joint Venture is carried on as a going concern: (A) in the ordinary and normal course; and (B) following normal practice, unless the relevant Buyer Party otherwise consents in writing. (b) In complying with clause 5(a), a Buyer Party must not unreasonably withhold its consent to any request from the relevant Seller Party in relation to any matter or thing unless in that Party’s reasonable opinion such matter or thing: (i) negatively impacts on the operation, or reduces the value, of the relevant Sale Interests; (ii) disrupts or adversely affects the day to day operations of the relevant Joint Venture; or (iii) prevents or hinders Completion taking place, but nothing in this clause 5 restricts the Seller Party from doing anything; (iv) to reasonably and prudently respond to any emergency or disaster (including a situation giving rise to a risk of personal injury or damage to property in respect of the Sale Interests; or (v) that is reasonably necessary for the Seller Party to meet its legal and contractual obligations in respect of the Sale Interests.

Conduct Before Completion. 7.1 From the date of this agreement to Completion (or this agreement terminating and ceasing to have effect under clause 5.9) the Sellers will comply, and will procure that the Companies comply, with Schedule 5. 7.2 The Sellers shall as soon as reasonably practicable disclose to the Buyer in writing any matter or thing which may become known to the Sellers after the date of this agreement and before Completion which: 7.2.1 would or may constitute a breach of any of the Warranties (as given at the date of this agreement and on Completion) or of the provisions of clause 7.1; 7.2.2 would or may give rise to a claim under the Tax Covenant; or 7.2.3 is a Material Adverse Change (whether it has happened or occurred on or after the date of this agreement) or which would or may give rise to a Material Adverse Change. For the purposes of this clause 7.2 disclose means fairly disclosed by any or all of the Sellers in a manner and with sufficient detail to enable the Buyer to identify the nature and scope of the matter disclosed and to make an informed and accurate assessment (acting reasonably) of any losses, damages, claims, liabilities (including contingent liabilities) or consequences arising from it now or in the future. The Sellers will procure that the Companies make any investigation concerning the matter disclosed which the Buyer reasonably requests. 7.3 If a Material Adverse Change happens or occurs on or after the date of this agreement and before Completion and the Buyer only becomes actually aware (whether following disclosure by the Sellers or otherwise) of the Material Adverse Change on or after the date of this agreement and before Completion, the Buyer shall be entitled: 7.3.1 by written notice to the Sellers, to terminate this agreement on or before the Long-Stop Date and in that case: (a) this agreement shall cease to have any further force and effect except that the Surviving Provisions (with the exclusion of clause 5.14 and (if the Material Adverse Change happened or occurred prior to satisfaction of the Condition specified in clause 5.1.1) clause 5.8) shall continue to have force and effect in accordance with their terms; and (b) no party shall have any claim against any other in respect of any provision of this agreement whether under this agreement or any document referred to in it, by statute, common law or otherwise, including without limitation under clause 5, in relation to the Warranties, under the Tax Schedule or for breach of or contrav...

Conduct Before Completion. The parties agree that Schedule 4 (Conduct Before Completion) shall apply and, pending Completion, the Sellers shall notify the Buyer as soon as reasonably practicable of any matter, circumstance, act or omission which is or is likely to be a breach of Schedule 4 (Conduct Before Completion).

Conduct Before Completion. 6.1 During the period between the signing of this Agreement and Completion, the Company and the Shareholders shall ensure that (except with the Investor’s Consent): (a) the affairs of each Group member are conducted only in the ordinary and usual course and that no Group member makes or agrees to make any payment other than routine payments in the ordinary and usual course of business; (b) all reasonable steps are taken to preserve and protect the assets of each Group member, to maintain the validity of the Business IP, and to preserve and retain its goodwill (including the existing relationships with customers and suppliers); (c) no Group member transfers or assigns any of the Owned IP to any entity other than Group Members; (d) subject to Clause 13 (Confidentiality), the Investor’s representatives shall be allowed such access as is reasonably requested, upon reasonable notice and during Working Hours, to (i) the books and records of each Group member (including all statutory books, minute books, leases, contracts, supplier lists and customer lists), with the right to take copies and (ii) the premises used by, and management of, each Group member; (e) no Group member does, allows or procures any act or omission which would constitute or give rise to a breach of any Warranty if the Warranties were repeated at any time before Completion by reference to the facts and circumstances then existing as if references in the Warranties to the date of this Agreement were references to the relevant date; (f) all relevant information which comes to its notice or that of any other member of the Shareholders in relation to any fact or matter (whether existing on or before the date of this Agreement or arising afterwards) which may constitute a breach of any Warranty if the Warranties were to be repeated on or at any time before Completion by reference to the facts and circumstances then existing as if references in the Warranties to the date of this Agreement were references to the relevant date, is promptly disclosed to the Investor; (g) no Group member declares, authorises, makes or pays any dividend or other distribution (whether in cash, stock or in kind) or reduces, purchases or redeems an part of its paid-up share capital; (h) no Group member (i) creates, allots or issues or agrees to create, allot, or issue any share or loan capital or other security or (ii) grants any option over or right to subscribe for any share or loan capital or other security; (i) no Group...

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Conduct Before Completion. 5.1 Legend’s conduct involving the Phosphate Sale Interest Until Completion, Legend must: (a) manage the Phosphate Sale Interest in the normal manner (having regard to the nature of the Phosphate Sale Interest, good commercial practice and compliance with applicable laws); (b) provide Paradise with a copy of any material correspondence involving the Phosphate Sale Interest that is received from any third party; (c) do all things necessary and within Legend’s control to enable the transfer of the Assets to Paradise in accordance with this document and in the case of the Applications, following grant of those Applications; and (d) use best endeavours to obtain grant of the EPM Applications. 5.2 Conduct requiring the consent of Paradise Until Completion, Legend must ensure that, unless required to or contemplated by this document, it does not without the written consent of Paradise: (a) Deal With the Phosphate Sale Interest; (b) do anything, or fail to do anything, or (to the extent a matter is within Legend’s control) allow anything to happen, that would make a Legend Warranty materially untrue, incomplete or inaccurate or materially misleading or deceptive; and (c) surrender, fail to renew or allow to lapse any Authorisation or the Tenements (other than the relinquishment of sub-blocks required under the Mining Act and the terms of the Tenements).

Conduct Before Completion