Conduct Before Settlement Clause Samples
Conduct Before Settlement. 7.1 Until settlement is effected, and the business and business assets are assigned to PI, Talent will ensure that its representatives operate the business;
7.1.1 diligently and with all skill and due care;
7.1.2 in a manner which does not diminish the value and profit of the business including the number of its customers;
7.1.3 in a manner which preserves the goodwill of the business;
7.1.4 in a manner which does not expose Talent or its representatives to legal proceedings (whether criminal or civil) or the threat of legal proceedings;
7.2 On or before settlement Talent will:
7.2.1 compile and collate all information required to run the business properly;
7.2.2 compile and collate all customer details (including all accounts, billing and contact details) in a legible form, as prescribed by PI;
7.2.3 execute all necessary consents and transfers to enable the transfer of the business and business assets to occur upon settlement;
7.2.4 promptly notify PI of any matter which may adversely affect the business or business assets including any matter in clause 7.1;
7.2.5 comply with any notice order or direction of any authority required by law, at its sole cost up to and including settlement;
7.2.6 transfer all customer agreements and leases (except agreements and leases which are between the customers and third parties) it has to PI, which relate to the supply of hardware such as DSL modems and routers for the provision of, and connection to broadband and in particular DSL internet services;
7.2.7 transfer all agreements or leases it has with customers for the supply of routers and other hardware, including legal title in all routers and other hardware (subject to any relevant agreement or lease) to PI;
7.3 From the date of this agreement, Talent will not:
7.3.1 enter into, terminate, alter or assign any commitment which may affect the business or business assets;
7.3.2 encumber or agree to encumber in any manner, the business or any business asset;
7.3.3 provide any confidential information to a third party, except to obtain legitimate advice in the proper and ordinary running of the business from its financial or legal advisers (for the purposes of this clause, a disclosure of confidential information to PI will not constitute a breach of this condition);
7.3.4 attempt to register or procure another to register a name, logo, Trademark or other intellectual property which is similar to the business and the business assets and is likely to confuse customers o...
Conduct Before Settlement. 5.1 Conduct of Company Group’s Business The Vendor and the Company jointly and severally covenant with the Purchaser that during the period commencing on the Execution Date and expiring on the earlier of termination of this Agreement or the Settlement Date, each entity within the Company Group will not, except as contemplated by this Agreement, without the prior written consent of the Purchaser:
(a) enter into any contract or commitment requiring it to pay more than $100,000 or more than $1,000,000 per annum other than in the ordinary course of business;
(b) acquire any asset or authorise any capital expenditure of value that exceeds $50,000 other than in the ordinary course of business;
(c) dispose of, agree to dispose of, assign, agree to assign, encumber or grant any option over any of its assets or any interest in any of them;
(d) hire or terminate the employment of or pay or agree to pay any bonus or allowance to any Employee or alter the terms of employment (including the terms of superannuation or any other benefit) of any Employee, in each case in relation to an Employee with a base salary in excess of $150,000;
(e) grant any option to subscribe for any security in any entity within the Company Group or allot or issue or agree to allot or issue any security, share or loan capital or any security convertible into any share or loan capital in any entity within the Company Group;
(f) resolve to reduce its share capital in any way;
(g) enter into a buy-back agreement or resolve to approve the terms of a buy-back agreement;
(h) declare or pay any dividend or make any other distribution of its assets or profits, except in accordance with clause 5.5;
(i) alter or agree to alter its constitution other than as provided for in this Agreement;
(j) resolve any new programs or budgets;
(k) cancel any existing insurance policy in the name of or for the benefit of a member of the Company Group unless a replacement policy (on terms no less favourable to the Company Group Member, if available in the market) has been put in place;
(l) repay any shareholder loans or advances except in accordance with this Agreement;
(m) vary, terminate or fail to renew any of its contracts, Authorisations or commitments, other than in the ordinary course of its business; or
(n) change any accounting method, practice or principle used by it.
Conduct Before Settlement