Common use of POST-COMPLETION OBLIGATIONS Clause in Contracts

POST-COMPLETION OBLIGATIONS. 16.1. At any time after Completion, each of Purchaser and Vendor shall (i) execute and deliver, or shall cause to be executed and delivered, such documents and other instruments, as may be reasonably requested by the other Party and (ii) shall take such other actions as may reasonably be necessary, proper or advisable, to the extent permitted by applicable laws, in each to carry out the terms and conditions of this Agreement and implement the transactions contemplated hereby. 16.2. Without prejudice to the generality of Clause 16.1 above, if, following Completion, any right, property or asset not forming part of the Transferred Assets is found to have been transferred to the Purchaser or Purchaser Designee in error, Purchaser shall transfer, or shall cause the applicable Purchaser Designee to transfer to the Vendor or the applicable member of the Vendor Group, at no cost to Vendor, such right, property or asset (and any related Liability) as soon as reasonably practicable. If, following Completion, any right, property or asset forming part of the Transferred Assets is found to have been retained by the Vendor or any other member of the Vendor Group in error, the Vendor shall transfer, or shall cause the applicable member of the Vendor Group to transfer, at no cost to Purchaser or the applicable Purchaser Designee, such right, property or asset (and any related Liability) as soon as reasonably practicable. 16.3. Notwithstanding Completion the Parties shall from time to time execute and deliver all deeds and documents and afford to the Purchaser or the applicable Purchaser Designee such access as the Purchaser may reasonably require: (a) for the purpose of vesting in a Purchaser Designee the full benefit of the Transferred Assets and implementing all the provisions of this Agreement; (b) for the purpose of vesting in a Purchaser Designee the full benefit of any rights, powers, remedies, claims or defences (including, without limitation, rights of set-off and counterclaim) which the Vendor Group may have in relation to any Vendor Claim, or otherwise ensuring that the same enure for the benefit of a Purchaser Designee; and (c) to enable any claim, action, suit, prosecution, litigation, proceedings, dispute or arbitration to which the relevant member of the Vendor Group was a party and which relates to any Vendor Claim to be continued by or against a Purchaser Designee.

POST-COMPLETION OBLIGATIONS. 16.115.1 From Completion and until the expiration of a twenty-four (24) month period following the Completion Date, the Buyer shall procure that the Seller, and its representatives, are provided, upon reasonable notice and during working hours, with all such assistance, documentation, information and access to premises and personnel of the relevant Group Member as they may reasonably require to prepare their tax returns and financial statements or to investigate, avoid, remedy, dispute, resist, appeal, compromise or contest any Claim or any other claims, proceedings or investigations made by or against or incurred by the Seller and the Buyer shall permit the Seller and its representatives to make copies of such documentation and information to the extent relevant. 15.2 The Buyer agrees not to, and to cause its Related Parties and the Group Members not to, destroy or otherwise dispose of any files, books, registers, records and documents relating to the period prior to Completion without the prior written consent of the Seller (who may request delivery of such records to the Seller at its expense). 15.3 Effective as of the date of Completion Date, all insurance coverage provided in relation to the Group’s business pursuant to policies maintained by the Seller or any member of the Seller’s group shall cease and save as otherwise provided by Law no insurance coverage shall be available to any of the Group Members under any such policies for occurrences which take place or claims made on or after the Completion Date. 15.4 The Buyer undertakes to procure that insurance policies covering the Group Members, their assets and the business be subscribed, with effect as from the Completion Date, with a first class insurance under reasonable and market practice terms and conditions. At any time after CompletionThe Buyer shall ensure that the scope of such new insurance policies shall also cover claims arising out of facts or events that occurred prior to the Completion Date should the policies previously maintained by the Seller ceases to apply in respect thereof. 15.5 The Buyer shall not, each of Purchaser and Vendor shall (i) execute and deliver, or shall cause members of the Buyer’s Group and the Group Members not to, claim against any former or current director, manager, officer or employee of the Group Members (including those resigning on the Completion Date), who are individuals, with respect to any management decisions adopted by any of the Group Members prior to the Completion Date or otherwise seek the liability of any such director, manager, officer or employee in that respect. 15.6 The Buyer shall procure that the publication formalities relating to the resignations of the directors or corporate officers of the Group Members having occurred on Completion be executed carried out promptly after the Completion Date. 15.7 The Buyer shall procure that all amounts which become payable by a Group Member under the Change Control Letters to any employee or former employee of the applicable Group Member and deliveredto the relevant Dublin Employees are timely paid in accordance with the terms of the same and shall indemnify the Seller and the Seller’s Guarantor against all direct Costs, such documents liabilities, expenses and other instruments, as may be reasonably requested losses arising out from any failure by the other Party and (ii) shall take such other actions as may reasonably be necessaryBuyer to comply with its obligations under this clause ‎15.7, proper or advisablewithout prejudice, for the Dublin Employees, to the extent permitted by applicable laws, in each to carry out the terms and conditions provisions of this Agreement and implement the transactions contemplated herebyclause ‎27.7 below. 16.2. Without prejudice to the generality 15.8 For no less than a period of Clause 16.1 above, if, twelve (12) months following Completion, any right, property or asset not forming part with respect to the employees of the Transferred Assets is found to have been transferred to Group with the Purchaser or Purchaser Designee exception of the Dublin Employees and those employed by Group Members in errorPoland and Portugal (the “Continuing Employees”), Purchaser shall transfer, or shall cause the applicable Purchaser Designee to transfer to the Vendor or the applicable Buyer and any member of the Vendor GroupBuyer’s Group (which, at no cost for the avoidance of doubt, shall include the Group from Completion) shall continue to Vendoremploy and provide employee benefits, such rightbase salary or hourly wage rate, property as applicable, and target cash incentive opportunities, target long-term incentive opportunities and severance to the Continuing Employees that are in aggregate substantially equivalent to the employee benefits, base salary or asset (hourly wage rate, as applicable, and any related Liability) as soon as reasonably practicable. Iftarget cash incentive opportunities, following target long-term incentive opportunities and severance provided to the Continuing Employees immediately prior to date of Completion, any right, property or asset forming part of ; provided that nothing in this clause 15.8 shall preclude the Transferred Assets is found to have been retained by the Vendor Buyer or any other member of the Vendor Buyer’s Group in errorfrom terminating the employment of any employee at any time on or following Completion. 15.9 The Buyer shall procure that the Group ceases to use the name “Ow▇▇▇ & Minor” and any trademark, trade names, brand names and corporate names including or relatives to such names, at the expiry of a twelve (12) month period following the date of Completion. Until the expiry of that period of time, the Vendor Group Members will be entitled to use all of their existing stocks of signs, letterheads, advertisements, promotional materials, assets and inventory containing the name “Ow▇▇▇ & Minor”. The Buyer shall transfernot, and shall procure that each Group Member shall not, following Completion represent or shall cause hold itself out as being connected with the applicable member of the Vendor Group to transfer, at no cost to Purchaser or the applicable Purchaser Designee, such right, property or asset (and any related Liability) as soon as reasonably practicableOw▇▇▇ ▇nd Minor group. 16.3. Notwithstanding Completion the Parties shall from time to time execute and deliver all deeds and documents and afford to the Purchaser or the applicable Purchaser Designee such access as the Purchaser may reasonably require: (a) for the purpose of vesting in a Purchaser Designee the full benefit of the Transferred Assets and implementing all the provisions of this Agreement; (b) for the purpose of vesting in a Purchaser Designee the full benefit of any rights, powers, remedies, claims or defences (including, without limitation, rights of set-off and counterclaim) which the Vendor Group may have in relation to any Vendor Claim, or otherwise ensuring that the same enure for the benefit of a Purchaser Designee; and (c) to enable any claim, action, suit, prosecution, litigation, proceedings, dispute or arbitration to which the relevant member of the Vendor Group was a party and which relates to any Vendor Claim to be continued by or against a Purchaser Designee.