CONDUCT BETWEEN EXCHANGE AND COMPLETION Clause Samples
The 'Conduct Between Exchange and Completion' clause sets out the obligations and restrictions on the parties' actions during the period between signing the contract (exchange) and finalizing the transaction (completion). Typically, this clause requires the seller to maintain the property in its current condition, refrain from making significant changes, and continue to comply with legal and contractual obligations until completion. For example, the seller may be prohibited from entering into new leases or encumbering the property during this period. The core function of this clause is to protect the buyer by ensuring the property remains as agreed upon at exchange, thereby preventing any adverse changes before ownership is transferred.
CONDUCT BETWEEN EXCHANGE AND COMPLETION. The Seller undertakes that it shall procure that between the date of this Agreement and Completion or the earlier termination of this Agreement in accordance with its terms, each of the members of the CCPH Group shall comply with the Pre-Completion Undertakings to the extent set out in Schedule 3 (Pre-Completion Undertakings).
CONDUCT BETWEEN EXCHANGE AND COMPLETION. The Seller undertakes that, between the Execution Date and the earlier of Completion or termination of this Agreement, it shall comply with, and shall procure that each other member of the Seller’s Group and each member of the Astra Tech Group shall comply with, the provisions set out in schedule 6, save with the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed) or as expressly permitted under this Agreement or another Transaction Document.
CONDUCT BETWEEN EXCHANGE AND COMPLETION. The Seller undertakes to the Buyer that from the date of this Agreement to Completion, it shall, so far as it is able, procure that the Company shall not create, or agree to create, any Encumbrance over the Business or any asset of the Company.
CONDUCT BETWEEN EXCHANGE AND COMPLETION. 1. The Company and the Subsidiaries shall carry on business in the normal course.
2. The Company and each of the Subsidiaries shall not without the written consent of the Buyer such consent not to be unreasonably withheld or delayed:
CONDUCT BETWEEN EXCHANGE AND COMPLETION. 4.1 The Company undertakes that it shall and each Key Seller severally undertakes that he shall procure (to the extent able to do so using his reasonable endeavours) that between the date of this Agreement and Completion, save with the prior written consent of the Buyer (including by email notification received from ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ and/or ▇▇▇▇ ▇▇▇▇▇▇ only), each of the Group Companies shall comply with Schedule 4, Part 1 (Acts requiring Buyer's consent).
4.2 The Company undertakes that it shall and each Key Seller severally undertakes that he shall (to the extent able to do so using his reasonable endeavours) procure that between the date of this Agreement and Completion, save with the prior written consent of the Buyer (including by email notification received from ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ and/or ▇▇▇▇ ▇▇▇▇▇▇ only), comply with Schedule 4, Part 2 (Preservation of the business).
4.3 Each Key Seller severally undertakes that he shall (to the extent able to do so using his reasonable endeavours) procure that each of the Minority Sellers shall execute the Minority SPA prior to Completion. Without prejudice to any other provisions of this Agreement, the Key Sellers shall procure that the Key Sellers' Representative shall issue the Drag Notice, on behalf of the Majority Sellers, to each of the Minority Sellers as soon as reasonably practicable after the date of this Agreement and, in any event, at least five Business Days prior to the Completion Date.
4.4 The Buyer hereby agrees to respond to a written request (which expressly states that it is a written request for the Buyer's consent in accordance with Clause 4.1 or 4.2, and Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. which is accompanied by all such information and documentation as is reasonably required and necessary for the Buyer to make a reasonably informed and accurate assessment of the matter for which consent is sought) received from the Key Sellers' Representative (including by email notification) as soon as reasonably practicable and in any event within 5 Business Days of receipt of such request and if no response is received from the Buyer within those 5 Business Days, then consent will automatically be deemed to have been given in res...
CONDUCT BETWEEN EXCHANGE AND COMPLETION. (a) Schedule 4, Part 1
(b) Schedule 4, Part 2
CONDUCT BETWEEN EXCHANGE AND COMPLETION. The Sellers undertake that they shall procure that between the date of this Agreement and Completion, except with the prior written consent of the Purchasers (such consent not to be unreasonably withheld or delayed), each of the Companies and the Subsidiaries shall:
CONDUCT BETWEEN EXCHANGE AND COMPLETION. 1. The Company and its Subsidiary shall carry on business in the normal course.
2. The Company and its Subsidiary shall not:
(a) dispose of any material fixed assets used or required for the operation of its business; or
(b) allot or agree to allot any shares or other securities or options in respect of shares or securities, repurchase, redeem or agree to repurchase or redeem any of the shares; or
(c) pass any shareholder resolution; or
(d) enter into, modify or agree to terminate any Material Contract (as defined in paragraph 13 of Part 1 of Schedule 4); or
(e) incur any capital expenditure on any individual item in excess of (pound)10,000; or
(f) borrow any sum other than amounts borrowed in the ordinary course of business and available to it at the date of this agreement; or
(g) enter into any lease, lease hire or hire purchase agreement or agreement for payment on deferred terms; or
(h) pay any dividend or make any other distribution of its assets; or
(i) make, or agree to make, material alterations to the terms and conditions of employment (including benefits) of any of its directors, officers or employees; or
(j) dismiss any of its senior employees or offer a contract of employment to any person at an annual salary (including any bonus package) of more than (pound)20,000; or
(k) create any Encumbrance over any of its assets or its undertaking; or
(l) institute, settle or agree to settle any legal proceedings relating to its business, except debt collection in the normal course of business; or
(m) grant, modify, agree to terminate or permit the lapse of any Intellectual Property Rights or enter into any agreement relating to any such rights; or
(n) pay any management charge to the Vendor; or
(o) incur any liability to the Vendor, other than trading liabilities incurred in the normal course of business; or
(p) enter into any (or modify any subsisting) agreement with any trade union or any agreement that relates to any works council; or
(q) vary the terms on which it holds any of the Properties or settle any rent review; or
(r) make any material change to the accounting procedures or principles by reference to which its accounts are drawn up.
3. The Company or its Subsidiary may do anything falling within paragraph 2 of this Schedule 3 if the Purchaser has given its prior written consent (which shall not be unreasonably withheld or delayed).
4. The Company and its Subsidiary shall maintain in force insurance policies:
(a) that have limits of indemnity a...
CONDUCT BETWEEN EXCHANGE AND COMPLETION. The Sellers shall procure that the Business shall be conducted in the manner provided in this Part of this Schedule 4 from the date of this agreement to Completion.