PRE-CLOSING SELLER UNDERTAKINGS. From the date of this Agreement until Closing, the Sellers shall (except as may be approved in writing by the Purchasers) ensure that the business of each Target Company is carried on in all material respects only in the ordinary course and shall comply with the obligations set out in Schedule 4, and the Sellers shall notify the Purchasers immediately upon becoming aware of a breach or suspected breach of any of those obligations.
PRE-CLOSING SELLER UNDERTAKINGS. 4.1 From the date of this Agreement until Closing, the Seller shall ensure that the business of each Target Company is carried on in all material respects only in the ordinary course and shall comply with the obligations set out in Schedule 4.
PRE-CLOSING SELLER UNDERTAKINGS. 4.1 From the date of this Agreement until Closing, the Seller shall (except as may be approved by the Purchaser in writing and other than with respect to the Permitted Actions) ensure that the European Business is carried on in all material respects only in the ordinary course and shall comply with the obligations set out in Schedule 6.
PRE-CLOSING SELLER UNDERTAKINGS. 4.1 Subject to clause 4.2, to the extent permissible under applicable Law, during the Pre-Closing Period, the Seller shall (except as may be approved by the Purchaser), ensure that the business of each Target Company is carried on in compliance with the obligations set out in Schedule 3 and in all material respects only in the ordinary course of business.
PRE-CLOSING SELLER UNDERTAKINGS. 7.1 To the extent permissible under applicable competition/anti-trust laws and subject to Clause 7.2, from the date of this Agreement until Closing, the Seller shall:
PRE-CLOSING SELLER UNDERTAKINGS. 4.1 From the date of this Deed until Closing, the Sellers shall (except as may be approved by the Purchaser (such agreement not to be unreasonably withheld or delayed, but having regard to the fact that the Purchaser is in commercial terms bearing the risk of adverse performance or events of the Target Entities with effect from the date of this Deed)) procure that, pending Closing (subject to clause 4.2), the business of each Target Entity is carried on in all material respects in the ordinary course and shall comply with the obligations set out in Schedule 7, provided that nothing in Schedule 7 shall prohibit or restrict the taking of any action described in clause 5.1 below or in Schedule 2.
PRE-CLOSING SELLER UNDERTAKINGS. 4.1 Until Closing, the Seller shall (except as the Purchaser may approve in writing):
PRE-CLOSING SELLER UNDERTAKINGS. 7.1 To the extent permissible under applicable law, during the Pre-Closing Period, the Seller shall (except as may be approved by the Purchaser) ensure that the business of each Target Company and UBB-Metlife (in the case of UBB-Metlife, only to the extent the Seller and each other member of the Seller Group is reasonably able to do so by the exercise of its respective voting rights, powers and controls) is carried on in the ordinary course of business and consistent with past practice and shall comply with the obligations set out in Schedule 2 (Conduct of the Target Companies Pre-Closing). The Seller undertakes to notify the Purchaser as soon as possible after it becomes aware of any facts or circumstances which give rise to or could reasonably be expected to give rise to a breach of this Clause 7.1.
PRE-CLOSING SELLER UNDERTAKINGS. To the extent permissible under applicable law, from the date of this Agreement until Closing, the Seller shall (except as may be approved in writing by the Purchaser) ensure that the business of the Company is carried on in all material respects only in the ordinary course of business and shall comply with the obligations set out in Schedule 4. For the avoidance of doubt, the Purchaser accepts the creation of the Excluded Inter-Company Debt and Day-to-day Inter-Company Debt Balances.
PRE-CLOSING SELLER UNDERTAKINGS. 8.1 During the period between the Signing Date and the Closing Date (as defined in clause 10.1 below), Seller shall procure, to the extent within its power as a (direct or indirect) shareholder or any other steps within its power, that the Target Companies conduct their respective businesses in the ordinary and normal course of business and in a manner substantially consistent with past practice and in respect of the Target Companies listed in Exhibit 8.1 (the Material Target Companies) use all efforts that can reasonably be expected to maintain all governmental authorizations and licenses necessary for the conduct of their respective businesses.
