POST-COMPLETION COVENANTS Clause Samples

POST-COMPLETION COVENANTS. The Company hereby covenants in favour of the Subscriber and the Minister:

POST-COMPLETION COVENANTS a. As soon as reasonably practicable (and, in any event, within 30 days) after Completion, the Purchaser shall procure that the name of any Group Company whose name includes the letters “LEI” or the word “Laureate”, as applicable, is changed so that it no longer contains the letters “LEI” or the word “Laureate” and shall provide evidence to the Seller that each of LEI Higher Education Holdings Pty Ltd, LEI New Zealand, LEI Australia Holdings Pty Ltd, LEI Australia Education, Pty Ltd and Laureate Education Services Australia Pty Ltd has so changed its name. b. As soon as reasonably practicable (and, in any event, within six months) after Completion, the Purchaser shall procure that no Group Company: 159. uses or displays (including on or in its business stationery, documents, signs, promotional materials or website) any name, ▇▇▇▇ or logo which is the same as or similar to, or is likely to be confused or associated with, any name, ▇▇▇▇ or logo of a member of the Seller’s Group; or 160. otherwise represents that the Seller or any other member of the Seller’s Group retains any connection with any of the Group Companies. c. Without limiting any other rights of access under this agreement, for a period of five years after Completion the Purchaser must procure that each Group Company makes available to the Seller on reasonable notice all records and documents of that Group Company (in whatever form and including all statutory books, trading and financial records, employee records, tax assessments and returns and all related correspondence) reasonably required by the Seller or any other member of the Seller’s Group for the purposes of complying with its legal obligations or defending any claim or proceeding (other than a claim or proceeding brought by the Purchaser or another member of the Purchaser’s Group). Nothing in this subclause 9.3 requires any party to waive any privilege in a document in a manner which is adverse to that party’s interests but the parties must use all reasonable endeavours to ensure that the information can be provided in a manner such that privilege is not waived or, that if privilege is waived, the waiver is a limited waiver that is not materially prejudicial to that party’s interests.

POST-COMPLETION COVENANTS. The Company shall, and shall procure that each other relevant Group Member shall, complete all of the events set forth in Schedule 6 within the time period set forth therein.

POST-COMPLETION COVENANTS. 10.1 The Purchaser shall, and shall procure that each member of the Purchaser’s Group shall, for a period of five years from Completion: (a) retain in its or the relevant member of the Purchaser’s Group’s possession and control; and (b) as promptly as practicable during normal business hours and on reasonable notice, permit the Seller or its duly authorised representatives (which shall include (without limitation) the Seller’s external auditors), for the sole purpose of obtaining information required for the Seller or a member of the Seller’s Group for the preparation or audit of accounts and Taxation returns and filings, to inspect and (to the extent permitted by applicable law) take copies of, all the business records relating to the Business in respect of the period before Completion that are in its or a member of the Purchaser’s Group’s possession or control, and the Purchaser shall procure that such business records that are held before Completion by the Seller and handed over to the Purchaser at Completion and which are required by law to be retained are properly maintained and retained in a manner materially consistent with the past practice of the Business.

POST-COMPLETION COVENANTS. 7.1 Within 90 days after the Completion, Noah Industrial shall duly transfer all trademarks it currently owns, which is stipulated in the Asset List, to the WFOE, and actions and procedures having been completed in accordance with the applicable laws in the event that any regulatory approval, filing, and registration is required for such transfer. 7.2 Within 90 days after the Completion, Noah Industrial shall cause Sichuan Hua Li Investment Co., Ltd., a shareholder of ▇▇▇ ▇▇▇▇ to transfer its 13% equity interests held in ▇▇▇ ▇▇▇▇ to the WFOE for a consideration of RMB15.5 million, actions and procedures having been completed in accordance with the applicable laws in the event that any regulatory approval, filing, and registration is required for such transfer. 7.3 The Warrantors hereby undertake with the Preference Shareholders that, within 90 days after the Completion, the Warrantors shall procure Noah Industrial to deregister its existing sales subsidiaries, and procure the NOAH to duly and properly establish new sales operational branches in Beijing, Shanghai, Guangzhou and Chengdu respectively, in which the WFOE holds the entire legal and beneficiary ownership. 7.4 The Warrantors hereby undertake that, within thirty (30) days after the Completion, the operations of Noah Industrial shall be maintained at the minimum production and profit level acceptable to Baring (the annual income shall be less than 2 million RMB) in order that Noah Industrial is qualified to continuously receive the tax incentives it currently enjoys, and Noah Industrial’s sole business shall be to develop software for WFOE and no other business shall be taken without the Preference Shareholders’s written consent. 7.5 NOAH shall transfer its equity in Cheng Du Noah Electronics Co., Ltd. to the WFOE or other entity the Preference Shareholders designated, and ▇▇▇▇ ▇▇▇ ▇▇▇ ( ) shall transfer his equity in Cheng Du Noah Electronics Co., Ltd to the WFOE as stipulated in the Restructure Memo. Actions and procedures having been completed in accordance with the applicable laws in the event that any regulatory approval, filing, and registration is required for such transfer. 7.6 The Warrantors hereby undertake that the waiver for the consideration of the assets transfer as setting forth in the Restructure Memo shall have been duly recorded in the accounts of both Noah Industrial and the WFOE in the earliest day within one (1) year after the Completion, when WOFE could enjoy preferential tax t...

POST-COMPLETION COVENANTS. 10.1. All insurance policies taken out by the Seller in respect of the Group Companies shall be terminated and cease to provide cover to the Group Companies one day (24 hours) after Completion Date. The Purchasers shall be fully responsible for maintaining insurance cover in respect of the Group Companies one day (24 hours) after Completion Date. Notwithstanding the foregoing, the Seller shall, in relation to the Group Companies, continue the current (i) general liability insurance with AIG Europe and (ii) property insurance available through Starrtech for the real property of the Group Companies, for no additional premium until 1 November 2008. In case of a claim under these insurance policies in relation to any of the group Companies, the Seller will endorse to the sole benefit of the purchaser the amount it receives from the relevant insurer in relation to such claim. The Seller has no obligations or liability towards the Purchasers or the Group Companies in relation to the insurances referred to under (i) and (ii) above, other than the payment obligation referred to in the previous sentence. 10.2. The Purchasers shall procure that the Group Companies shall retain for a period of at least seven years from Completion, or such longer period as may be required by applicable law, all books, records and documents of or relating to any Group Company prior to Completion. The Purchasers shall permit and allow upon reasonable notice and during normal business hours, the Seller and its representatives to inspect and make and obtain copies of such books, records and documents, excluding any Due Diligence Reporting. Any such disclosure to the Seller shall be subject to the Seller observing the confidentiality undertakings stipulated in this Agreement. 10.3. In order to assure to the Purchasers the full benefit of the business and goodwill of and know-how embodied in the Group Companies, the Seller hereby undertakes, that it shall not, without the prior written approval of the Purchasers, directly or indirectly, for its own account or on behalf of any other person or in any other way for the account of any third party, for the period of two (2) years after Completion: (A) be concerned in any business in the Netherlands which is competitive or likely to be competitive with any of the activities carried on by each of the Group Companies at Completion; (B) canvas or solicit or attempt to canvas or solicit orders for products identical to those being provided by the Gro...

POST-COMPLETION COVENANTS. Each of the Warrantors hereby jointly and severally covenants to the Investor as is set forth in the remainder of this Clause 6.

POST-COMPLETION COVENANTS. 8.1 The Vendor covenants with the Purchaser, for a period of three years from the date of this Agreement, that the Vendor shall not, and shall procure that its direct and indirect subsidiaries, ▇▇▇▇ ▇.▇. ▇▇, ▇▇▇▇▇ ▇.▇. ▇▇▇ and ▇▇▇▇▇▇▇ Y.T. Sy (collectively the "RESTRICTED PERSONS"), not to, directly or indirectly (individually or on behalf of any other person, firm, corporation or other entity), solicit, attempt to hire, hire or entice away any employee of the Group or of any Associate of the Group whom is employed by the Group on the date of this Agreement, excluding employees whose employment has been terminated after the Completion Date and prior to the commencement of employment discussions between such employees and the Restricted Persons. 8.2 The Vendor further covenants with the Purchaser that, for a period of three years from the Completion Date, the Vendor shall not, and shall procure the Restricted Persons not to, directly or indirectly (individually or on behalf of any other person, firm, corporation or other entity), start up, acquire, operate or otherwise compete with any member of the Group, the Purchaser or any Associate of the Purchaser in a business that manufactures, sells, develops, markets, distributes or services any of the products or services of any member of the Group at any time within twelve (12) months preceding the Completion Date or any products having specifications similar to such products in those countries throughout the world where the products or services of any member of the Group have been sold. To insure the greatest likelihood of enforceability of the covenant set forth in this Clause 8.2 it is agreed that: (i) the duration, products, services and area for which the covenant is to be effective are reasonable; (ii) if any court determines that the time period, products, services or the area, or all of them, are unreasonable and that the covenant is to that extent unenforceable, then the covenant shall remain in full force and effect to the greatest extent that would not render it unenforceable; and (iii) the covenant shall be deemed to be a series of separate covenants, one for each and every country where the products or services of the Group have been sold. For the avoidance of doubt, this Clause 8.2 shall not restrict the Vendor and the Restricted Persons from conducting any (a) cable assembly business of a nature that is the same as or substantially similar to the cable assembly business currently being carried on ...

POST-COMPLETION COVENANTS. 9.1 Employees