POST-COMPLETION COVENANTS Clause Samples
Post-completion covenants are contractual obligations that parties agree to fulfill after the main transaction has been completed. These covenants may include actions such as transferring additional documents, providing ongoing support, or refraining from certain activities for a specified period. Their core practical function is to ensure that all necessary steps and commitments that cannot be completed at closing are addressed, thereby facilitating a smooth transition and protecting the interests of the parties after the deal is finalized.
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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. The Company hereby covenants in favour of the Subscriber and the Minister:
POST-COMPLETION COVENANTS. 9.1 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.
9.2 As soon as reasonably practicable (and, in any event, within six months) after Completion, the Purchaser shall procure that no Group Company:
(a) 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
(b) otherwise represents that the Seller or any other member of the Seller’s Group retains any connection with any of the Group Companies.
9.3 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. Each of the Warrantors hereby jointly and severally covenants to the Investors as is set forth in the remainder of this Clause 6.
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. The Company shall, and shall procure that each other relevant Group Member shall, undertake the actions set forth in Exhibit J.
POST-COMPLETION COVENANTS. AiS covenants in favour of the Vendors that during the period immediately after Completion and up to the Option Condition Date, to the maximum extent permitted by law: (a) it will not sell or grant any interest over the LuckyBet Group or the Business or enter into an agreement to do so; (b) it will not make any material changes to the LuckyBet Group (being LuckyBet and its subsidiaries) including its capital structure or the Business, or enter into an agreement to do so, except as approved by LuckyBet directors in accordance with the LuckyBet Board Voting Arrangements; (c) it will not permit or suffer a material adverse change; (d) it will adopt and implement the Governance Charter; (e) it will adopt and implement the LuckyBet Investment Program; (f) it will, taking into account the financial position of the AiS Group (being AiS and its subsidiaries), endeavour to establish directors' and officers' liability insurance as soon as practicable; (g) to the extent permitted by law, enter into deeds of indemnity and access with each of its directors and the directors of LuckyBet (collectively, Beneficiaries) pursuant to which AiS covenants to indemnify the Beneficiaries from and against claims made against them in relation to their roles as directors or officers in AiS or its subsidiaries, on market standard terms; (h) at all times comply with applicable law in the conduct of AiS Group's business and affairs; (i) while AiS has the right to appoint the majority of the directors of LuckyBet, AiS will procure that the nominees of the Vendors remain as directors of LuckyBet until the Option Condition Date and undertakes to use its rights and powers as owner of all the shares of LuckyBet to procure implementation of the LuckyBet Board Voting Arrangements, LuckyBet Investment Program and the LuckyBet Business Plan and Budget, and to this end, ensure that directors it appoints to LuckyBet use their powers as directors to satisfy this obligation; (j) AiS will not appoint more than 5 directors in aggregate and of those, the Vendors will have the right to appoint (and remove and replace) up to 2 C-suite directors, their initial nominees being Mr I P▇▇▇▇ and Mr J T▇▇▇▇▇▇.
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. 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. 6.1 As soon as reasonably practicable (and, in any event, within 15 Business Days) after Completion, NEH shall file with the relevant commercial registry a notarial deed of change of corporate name in respect of the change of name of each of UB Iberia, Galletas UB and Postres UB (and shall file with the relevant authority or commercial registry in Portugal any similar document applicable to Portugal in respect of the change of name of UB Portugal) to a name which does not include the word “United Biscuits”, “UB” or any name, which is the same as or similar to, or is likely to be confused or associated with, the name of a member of the UB Group. NEH shall provide a copy of the notarial deeds of change of corporate name to UB’s Solicitors at the same time that such deeds are filed with the relevant commercial registry (or similar authority in Portugal) and will notify UB’s Solicitors following the registration of each change of name.
6.2 With effect from Completion, NEH shall procure that, save as expressly provided in the Transitional Services Agreement, the Supply Agreements, the Intellectual Property Deed and the Licence Agreements, no UBSE Group Company and no member of the Kraft Group:
(a) after the expiry of 12 months from the date of Completion uses or displays (including on or in its business stationery, documents, signs, promotional materials or website) any name, m▇▇▇ or logo which is the same as or similar to, or is likely to be confused or associated with, any name, m▇▇▇ or logo of a member of the UB Group; or
(b) represents that the UB Parties or any other member of the UB Group retains any connection with the UBSE Group Companies or any other member of the Kraft Group.