Locked Box. In the event that Completion occurs in accordance with clause 3.13.2, the Vendor covenants to the Purchaser that between the Completion Accounts Date and the Completion Date (inclusive) (save to the extent it *** Confidential Treatment Requested constitutes Permitted Leakage or save to the extent the relevant matter will be or has been taken into account in the Completion Accounts): 3.14.1 no dividend or other distribution of profits or assets (or any payments in lieu of any dividend or other distribution of profits or assets) will be declared, paid or made by any Group Company or would be treated as having been paid or made by a Group Company other than to another Group Company, whether in cash or in kind; 3.14.2 no payments will be made by or on behalf of a Group Company to or for the benefit of a Related Party; 3.14.3 no share capital of a Group Company will be redeemed, repurchased, reduced, waived or repaid or result in a payment or an agreement or obligation to make a payment to a member of any Related Party; 3.14.4 no amounts owed to a Group Company by a Related Party will be reduced, waived or forgiven; 3.14.5 no management, advisory, monitoring or other shareholder or director’s fees, charges or employee or director bonuses (including transaction bonuses) or payments of a similar nature will be paid by or on behalf of a Group Company to or for the benefit of a Related Party; 3.14.6 no changes will be made to the terms of any borrowing between a Related Party and a Group Company; 3.14.7 no indebtedness of any kind (including all accrued Interest thereon) due or owing to (or for the benefit of) any Related Party by (or on behalf of) any Group Company will be created, incurred, increased, repaid, reduced or waived save for balances arising from the ordinary course of business under agreements entered into on or before the date of this Agreement; 3.14.8 no liability, obligation or indemnity will be assumed, indemnified or incurred by any Group Company for the benefit of any Related Party; 3.14.9 there will be no change in the terms of any indebtedness of any Group Company; 3.14.10 no sale, transfer, surrender or other disposal (whether in whole or in part) or waiver of any assets, rights or other benefits or value of a Group Company will be made to any Related Party; 3.14.11 no professional fees, expenses or other costs in connection with the transaction contemplated by the Transaction Documents will be paid by or on behalf of a Group Company or for the benefit of a Related Party; 3.14.12 no agreements by any Group Company, conditionally or otherwise, to do or permit (whether by decision or omission or otherwise) to be done any of the foregoing in this clause 3.14 will be entered into; and 3.14.13 no Tax will become payable by any Group Company as a consequence of any of the foregoing in this clause 3.14.
Appears in 1 contract
Sources: Share Purchase Agreement
Locked Box. In the event that Completion occurs in accordance with clause 3.13.26.9.1 The Seller covenants, the Vendor covenants undertakes and warrants to the Purchaser Buyers that between the Completion Accounts Date 1 December 2012 and the Completion Date Closing (inclusive) (save to the extent it *** Confidential Treatment Requested constitutes Permitted Leakage or save to the extent the relevant matter will be or has been taken into account in the Completion AccountsLeakage):
3.14.1 (a) no dividend or other distribution of profits or assets (or any payments in lieu of any dividend or other distribution of profits or assets) will be declared, paid or made by any Group Company Subsidiary or would be treated as having been paid or made by a Group Company other than Subsidiary to another Group Company, whether in cash or in kindfor the benefit of a Related Party;
3.14.2 (b) no payments will be made by or on behalf of a Group Company Subsidiary to or for the benefit of a Related PartyParty (for avoidance of doubt, including making the payment with respect to the ‘Caribou’ payable);
3.14.3 (c) no share capital of a Group Company Subsidiary will be redeemed, repurchased, reduced, waived or repaid or result in a payment to or an agreement or obligation to make a payment to a member of any the Related Party;
3.14.4 (d) no amounts owed to a Group Company Subsidiary by a Related Party will be reduced, waived or forgiven;
3.14.5 (e) no management, advisory, monitoring or other shareholder or director’s fees, charges or employee or director bonuses (including transaction bonuses) or payments of a similar nature will be paid by or on behalf of a Group Company Subsidiary to or for the benefit of a Related Party;
3.14.6 (f) no changes will be made to the terms of any borrowing between a Related Party and a Group CompanySubsidiary;
3.14.7 (g) no indebtedness of any kind (including all accrued Interest interest thereon) due or owing to (or for the benefit of) any Related Party by (or on behalf of) any Group Company Subsidiary will be created, incurred, increased, repaid, reduced or waived save for balances arising from the ordinary course of business under agreements entered into on or before the date of this Agreementwaived;
3.14.8 no liability, obligation or indemnity will be assumed, indemnified or incurred by any Group Company for the benefit of any Related Party;
3.14.9 there will be no change in the terms of any indebtedness of any Group Company;
3.14.10 (h) no sale, transfer, surrender transfer or other disposal (whether in whole or in part) or waiver of any assets, rights or other benefits or value of a Group Company Subsidiary will be made to any Related Party;
3.14.11 (i) no Encumbrance will be created or permitted to exist over any of the assets of any Subsidiary in favour of (or for the benefit of) any Related Party;
(j) no liability will be assumed or incurred and no indemnity has been or will be given by a Subsidiary in favour of (or for the benefit of) any Related Party;
(k) no Third Party costs or expenses relating to the sale of the Shares or the Atento Assets and Liabilities and the other transactions contemplated by this Agreement (including any professional fees, expenses adviser’s fees and any transaction or sale bonuses or other costs payments payable as a result of or in connection with the transaction transactions contemplated by the Transaction Documents this Agreement) have been or will be paid or incurred by or on behalf of a Group Company or for the benefit of a Related Partyany Subsidiary;
3.14.12 (l) no agreements management incentive payment (other than the existing management incentive programme in which certain of the employees of the Subsidiary participate as at the date hereof) or transaction bonus will be paid by any Group CompanySubsidiary to any Related Party as an incentive to complete, conditionally or otherwisetriggered by, the transactions contemplated by this Agreement;
(m) no Subsidiary will agree or commit to do or permit (whether by decision or omission or otherwise) to be done any of the foregoing things set out in this clause 3.14 will be entered intosub-Clauses (a) to (I) (inclusive); and
3.14.13 (n) no Tax whatsoever will become payable by any Group Company Subsidiary (including social security charges, irrecoverable value added tax or payroll and other withholding taxes) as a consequence of any of the foregoing matters described in sub-Clauses (a) to (m) (inclusive), provided however, sub-Clauses (a) to (n) (inclusive) shall not be deemed to include any ordinary course emoluments and/or other entitlements, fees and/or expenses (in each case consistent with past practice) payable to a Related Party that is an employee, director, consultant or officer of any Subsidiary under, and in accordance with, such Related Party’s service or consultancy agreement with the relevant Subsidiary by virtue and in respect of employment, directorship or consultancy. For the avoidance of doubt, the payments described in the Representation and Warranty set out in paragraph 21.2 of Schedule VII shall not constitute ordinary course payments for purposes of the preceding proviso.
6.9.2 The Seller shall promptly notify the Buyers’ Representative in writing if it becomes aware of a payment, event or transaction which constitutes or might constitute a breach of Clause 6.9.1.
6.9.3 The Seller hereby covenants to indemnify, defend and hold each of the Buyers harmless for all Leakage. For the avoidance of doubt, the Buyers shall not be entitled to any double counting of the same item. To the extent that an amount forming part of Debt in the Closing Statements gives rise to an adjustment of the Purchase Price, the Buyers shall not be permitted to also make a claim for such amount under this clause 3.14Clause 6.9.3.
Appears in 1 contract
Locked Box. In the event that Completion occurs in accordance with clause 3.13.2, the Vendor covenants to the Purchaser that between the Completion Accounts Date and the Completion Date (inclusive) (save to the extent it *** Confidential Treatment Requested constitutes Permitted Leakage or save to the extent the relevant matter will be or has been taken into account in the Completion Accounts):
3.14.1 no dividend or other distribution of profits or assets (or any payments in lieu of any dividend or other distribution of profits or assets) will be declared, paid or made by any Group Company or would be treated as having been paid or made by a Group Company other than to another Group Company, whether in cash or in kind;
3.14.2 no payments will be made by or on behalf of a Group Company to or for the benefit of a Related Party;
3.14.3 no share capital of a Group Company will be redeemed, repurchased, reduced, waived or repaid or result in a payment or an agreement or obligation to make a payment to a member of any Related Party;
3.14.4 no amounts owed to a Group Company by a Related Party will be reduced, waived or forgiven;
3.14.5 no management, advisory, monitoring or other shareholder or director’s fees, charges or employee or director bonuses (including transaction bonuses) or payments of a similar nature will be paid by or on behalf of a Group Company to or for the benefit of a Related Party;
3.14.6 no changes will be made to the terms of any borrowing between a Related Party and a Group Company;
3.14.7 no indebtedness of any kind (including all accrued Interest thereon) due or owing to (or for the benefit of) any Related Party by (or on behalf of) any Group Company will be created, incurred, increased, repaid, reduced or waived save for balances arising from the ordinary course of business under agreements entered into on or before the date of this Agreement;
3.14.8 no liability, obligation or indemnity will be assumed, indemnified or incurred by any Group Company for the benefit of any Related Party;
3.14.9 there will be no change in the terms of any indebtedness of any Group Company;
3.14.10 no sale, transfer, surrender or other disposal (whether in whole or in part) or waiver of any assets, rights or other benefits or value of a Group Company will be made to any Related Party;
3.14.11 no professional fees, expenses or other costs in connection with the transaction contemplated by the Transaction Documents will be paid by or on behalf of a Group Company or for the benefit of a Related Party;
3.14.12 no agreements by any Group Company, conditionally or otherwise, to do or permit (whether by decision or omission or otherwise) to be done any of the foregoing in this clause 3.14 will be entered into; and
3.14.13 no Tax will become payable by any Group Company as a consequence of any of the foregoing in this clause 3.14.
Appears in 1 contract
Locked Box. In the event that Completion occurs in accordance with clause 3.13.26.9.1 The Seller covenants, the Vendor covenants undertakes and warrants to the Purchaser Buyers that between the Completion Accounts Date 1 December 2012 and the Completion Date Closing (inclusive) (save to the extent it *** Confidential Treatment Requested constitutes Permitted Leakage or save to the extent the relevant matter will be or has been taken into account in the Completion AccountsLeakage):
3.14.1 (a) no dividend or other distribution of profits or assets (or any payments in lieu of any dividend or other distribution of profits or assets) will be declared, paid or made by any Group Company Subsidiary or would be treated as having been paid or made by a Group Company other than Subsidiary to another Group Company, whether in cash or in kindfor the benefit of a Related Party;
3.14.2 (b) no payments will be made by or on behalf of a Group Company Subsidiary to or for the benefit of a Related PartyParty (for avoidance of doubt, including making the payment with respect to the ‘Caribou’ payable);
3.14.3 (c) no share capital of a Group Company Subsidiary will be redeemed, repurchased, reduced, waived or repaid or result in a payment to or an agreement or obligation to make a payment to a member of any the Related Party;
3.14.4 (d) no amounts owed to a Group Company Subsidiary by a Related Party will be reduced, waived or forgiven;
3.14.5 (e) no management, advisory, monitoring or other shareholder or director’s 's fees, charges or employee or director bonuses (including transaction bonuses) or payments of a similar nature will be paid by or on behalf of a Group Company Subsidiary to or for the benefit of a Related Party;
3.14.6 (f) no changes will be made to the terms of any borrowing between a Related Party and a Group CompanySubsidiary;
3.14.7 (g) no indebtedness of any kind (including all accrued Interest interest thereon) due or owing to (or for the benefit of) any Related Party by (or on behalf of) any Group Company Subsidiary will be created, incurred, increased, repaid, reduced or waived save for balances arising from the ordinary course of business under agreements entered into on or before the date of this Agreementwaived;
3.14.8 no liability, obligation or indemnity will be assumed, indemnified or incurred by any Group Company for the benefit of any Related Party;
3.14.9 there will be no change in the terms of any indebtedness of any Group Company;
3.14.10 (h) no sale, transfer, surrender transfer or other disposal (whether in whole or in part) or waiver of any assets, rights or other benefits or value of a Group Company Subsidiary will be made to any Related Party;
3.14.11 (i) no Encumbrance will be created or permitted to exist over any of the assets of any Subsidiary in favour of (or for the benefit of) any Related Party;
(j) no liability will be assumed or incurred and no indemnity has been or will be given by a Subsidiary in favour of (or for the benefit of) any Related Party;
(k) no Third Party costs or expenses relating to the sale of the Shares or the Atento Assets and Liabilities and the other transactions contemplated by this Agreement (including any professional fees, expenses adviser’s fees and any transaction or sale bonuses or other costs payments payable as a result of or in connection with the transaction transactions contemplated by the Transaction Documents this Agreement) have been or will be paid or incurred by or on behalf of a Group Company or for the benefit of a Related Partyany Subsidiary;
3.14.12 (l) no agreements management incentive payment (other than the existing management incentive programme in which certain of the employees of the Subsidiary participate as at the date hereof) or transaction bonus will be paid by any Group CompanySubsidiary to any Related Party as an incentive to complete, conditionally or otherwisetriggered by, the transactions contemplated by this Agreement;
(m) no Subsidiary will agree or commit to do or permit (whether by decision or omission or otherwise) to be done any of the foregoing things set out in this clause 3.14 will be entered intosub-Clauses (a) to (l) (inclusive); and
3.14.13 (n) no Tax whatsoever will become payable by any Group Company Subsidiary (including social security charges, irrecoverable value added tax or payroll and other withholding taxes) as a consequence of any of the foregoing matters described in sub-Clauses (a) to (m) (inclusive), provided however, sub-Clauses (a) to (n) (inclusive) shall not be deemed to include any ordinary course emoluments and/or other entitlements, fees and/or expenses (in each case consistent with past practice) payable to a Related Party that is an employee, director, consultant or officer of any Subsidiary under, and in accordance with, such Related Party’s service or consultancy agreement with the relevant Subsidiary by virtue and in respect of employment, directorship or consultancy. For the avoidance of doubt, the payments described in the Representation and Warranty set out in paragraph 21.2 of Schedule VII shall not constitute ordinary course payments for purposes of the preceding proviso.
6.9.2 The Seller shall promptly notify the Buyers’ Representative in writing if it becomes aware of a payment, event or transaction which constitutes or might constitute a breach of Clause 6.9.1.
6.9.3 The Seller hereby covenants to indemnify, defend and hold each of the Buyers harmless for all Leakage. For the avoidance of doubt, the Buyers shall not be entitled to any double counting of the same item. To the extent that an amount forming part of Debt in the Closing Statements gives rise to an adjustment of the Purchase Price, the Buyers shall not be permitted to also make a claim for such amount under this clause 3.14Clause 6.9.3.
Appears in 1 contract