PRE-COMPLETION Sample Clauses
The PRE-COMPLETION clause outlines the rights, obligations, and procedures that apply before a project or transaction is officially completed. Typically, it governs activities such as inspections, approvals, or the handling of property and risk prior to the formal closing or handover. For example, it may specify who is responsible for maintenance, insurance, or access to the site during this interim period. The core function of this clause is to ensure that both parties understand their responsibilities and protect their interests before the final completion, thereby reducing the risk of disputes or misunderstandings.
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PRE-COMPLETION. 7.1 Pending Completion, the Seller shall procure that, subject to Applicable Law and this clause 7.1:
(a) each Target Group Company shall carry on business in the ordinary course (which shall include applying for the renewal, in the ordinary course, of any registrations, permits, licences, and/or domain name registrations of any member of the Target Group which are due to expire on or before Completion) and in compliance in all material respects with Applicable Law; and
(b) no Target Group Company shall:
(i) incur capital expenditures exceeding USD1,000,000 in aggregate, with the exception of expenditure that is expressly contemplated by the Budget or that is incurred within the ordinary and usual course of its business; or
(ii) incur any expenditure exceeding USD250,000 in any given calendar month in relation to sales, marketing, recruitment and/or business development (including capital expenditure in respect of the same); or
(iii) dispose of or grant any Encumbrance in respect of any material part of its assets or any Intellectual Property Rights owned by a Target Group Company; or
(iv) accelerate any receivable or delay any payable, other than: (a) in the ordinary and usual course of business and consistent with past practice; or (b) pursuant to the University of Texas’ request to accelerate the contractually agreed prepayment invoicing for September 2025 and September 2026 in the following manner – to invoice in January 2025 (for September 2025) amounts of [***] for [***] and [***] for NeuraCeq and, following settlement of that invoice, to invoice in April 2025 (for September 2026) amounts of [***] for [***] and [***] for NeuraCeq; or
(v) waive, forgive, discount or release any liability owing to the Target Group by any member of the Seller’s Group (except as expressly required pursuant to the terms of this agreement);
(vi) acquire or dispose of any share, shares or other interest in any company or partnership; or
(vii) amend the terms of its borrowing or indebtedness in the nature of borrowing or any guarantee or performance bond given for its benefit or borrow any money or give any guarantee or performance bond; or
(viii) declare, make or pay any dividend or other distribution (whether in cash, stock or in kind) or makes any reduction of its paid-up share capital except to another Target Group Company; or
(ix) save as required by Applicable Law:
(A) terminate the engagement (other than any termination in circumstances constituting summary dismissal ...
PRE-COMPLETION. 5.1 Prior to the Completion Date, the Company shall take all necessary steps (including the passing of any director and/or shareholder resolutions) to:
(a) update the Stock Ledger; and
(b) if required, issue any share certificates relating to the New Shares so as to reflect the completion of the subscription, (the Completion Conditions).
PRE-COMPLETION. REORGANISATION
13.1 Each of Prudential and ▇▇▇▇▇▇▇ shall use reasonable endeavours to effect, or procure that members of their Group effect, the following steps prior to Completion (the “Pre-Completion Reorganisation”):
(A) the transfer from PUSH to PCAL of the ▇▇▇▇▇▇▇ Shares, by way of a declaration by the board of directors of PUSH of an interim distribution in specie of certain ▇▇▇▇▇▇▇ Shares with a carrying value approximately equal to PUSH’s current distributable profits, and the sale of the remaining ▇▇▇▇▇▇▇ Shares currently held by PUSH from PUSH to PCAL, the consideration in respect of such sale being left outstanding as an intercompany receivable owing from PCAL to PUSH;
(B) the transfer of the ▇▇▇▇▇▇▇ Shares referred to in step (A) above from PUSH to PCAL pursuant to a valid instrument of transfer and the entry of PCAL into ▇▇▇▇▇▇▇’▇ register of stockholders as holder of those ▇▇▇▇▇▇▇ Shares which transfer shall be of ▇▇▇▇▇▇▇ Shares in uncertificated form;
(C) to the extent required, the entry by PCAL into a joinder agreement to the Stockholders Agreement dated 17 July 2020 between PUSH and Athene (the “Stockholders Agreement”), in form and substance reasonably acceptable to ▇▇▇▇▇▇▇, in which PCAL agrees to be subject to all covenants and agreements of PUSH under the Stockholders Agreement, and the execution of all other agreements in effect immediately prior to step (A) above which are binding on PUSH in its capacity as stockholder of ▇▇▇▇▇▇▇;
(D) the declaration by the board of directors of PCAL of an interim distribution in specie of 800 ▇▇▇▇▇▇▇ Shares to Prudential;
(E) the transfer of the ▇▇▇▇▇▇▇ Shares referred to in step (D) above from PCAL to Prudential pursuant to a valid instrument of transfer and the entry of Prudential into ▇▇▇▇▇▇▇’▇ register of stockholders as holder of those ▇▇▇▇▇▇▇ Shares, which transfer shall be of ▇▇▇▇▇▇▇ Shares in uncertificated form;
(F) the entry by Prudential into a joinder agreement to the Stockholders Agreement, in form and substance reasonably acceptable to ▇▇▇▇▇▇▇, in which Prudential agrees to be subject to all covenants and agreements of PCAL under the Stockholders Agreement, and the execution of all other agreements in effect immediately prior to step (D) above which are binding on PCAL in its capacity as stockholder of ▇▇▇▇▇▇▇;
(G) the obtaining of any relevant corporate authorisations in order to effect the steps completed by the Pre-Completion Reorganisation (including any required board or sharehol...
PRE-COMPLETION. 5.1 The Seller undertakes to procure that between the Signing Date and Completion each Group Company shall carry on its business as a going concern and in the ordinary and usual course as carried on in the 12 months prior to the Signing Date, save insofar as agreed in writing by the Original Purchaser or the Purchaser and subject to subclauses 5.2 and 5.3.
5.2 Without prejudice to the generality of subclause 5.1 and subject to subclause 5.3, the Seller undertakes to procure that, between the Signing Date and Completion:
(a) each Group Company shall manage its working capital in the ordinary course of business consistent with the Group’s standard practices in the 12 month period prior to the Signing Date;
(b) each Group Company shall maintain in place all insurance policies that such Group Company maintains as at the Signing Date, in all material respects on the same terms and with a similar level of cover to that prevailing at the Signing Date; and
(c) no Group Company shall undertake any of the actions set out in Schedule 10 without the prior written consent of the Original Purchaser or the Purchaser, such consent not to be unreasonably withheld or delayed.
5.3 Subclauses 5.1 and 5.2 shall not operate so as to prevent or restrict:
(a) any matter reasonably undertaken by any Group Company in an emergency or disaster situation with the intention of, and to the extent only of those matters required with a view to, minimising any adverse effect of such situation in relation to the Group; or
(b) any action required to be undertaken, or not undertaken, to comply with applicable legal or regulatory requirements; or
(c) any matter expressly permitted by this agreement or required to give effect to and comply with this agreement; or
(d) any matter undertaken to give effect to the Intercompany Loan Cleanup in Italy prior to the Completion Date; or
(e) any matter undertaken at the written request or with the written consent of the Original Purchaser or the Purchaser, provided, in the case of paragraphs (a) to (c), that the Seller shall (i) notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in this subclause 5.3, (ii) provide to the Purchaser all such information as the Purchaser may reasonably request subject to applicable antitrust laws and (iii) use reasonable endeavours to consult with the Purchaser in respect of any such action.
5.4 The Seller undertakes to notify in writing the Purchaser as soon as re...
PRE-COMPLETION. Each of Us acknowledges and confirms that as at the date of this Agreement we have obtained all necessary authorisations to enter into this Agreement.
PRE-COMPLETION. 5.1 Until Completion, the Buyer and the Seller shall cooperate in good faith in relation to, so far as permissible by applicable Law and without causing material interruption to the business and operations of the Group:
(a) the provision to the Buyer of documents and information in relation to the Group as may be reasonably requested by the Buyer; and
(b) the arrangement of discussions between the Buyer and such senior employees and officers of the Group as the Buyer may reasonably request in relation to the affairs, finances and accounts of the Group, provided always that any information provided to the Buyer pursuant to this Clause 5.7 shall constitute the Seller's Confidential Information for the purposes of Clause 15 until Completion.
5.2 Until Completion, the Seller shall ensure that the 'check the box' Tax election status for all Group Companies is made available to the Buyer promptly upon request.
5.3 Promptly upon request of the Buyer (provided that the Buyer has first consulted with the Seller in relation to such request and taken account of any request made by the Seller for a short delay on the basis that it has reasonable grounds to believe that the authorisation will be received within 5 Business Days), the Seller shall procure that the pending application for FCA authorisation in relation to Globe Underwriting Limited is withdrawn, and shall provide written evidence in a form satisfactory to the Buyer that such withdrawal has taken place.
5.4 The Seller shall procure that Ed Broking LLP will provide TIRA with an updated List of Shareholders (reflecting the changes to the List of Shareholders that will take place on Completion) no later than one calendar month in advance of Completion. The Buyer will provide to the Seller and Ed Broking LLP all reasonable assistance necessary to prepare the updated List of Shareholders.
5.5 Until Completion, the Seller shall promptly inform the Buyer if it or any Group Company receives notice of, or if the Seller otherwise becomes aware of, any Regulatory Action.
5.6 Until Completion, the Seller shall use its reasonable endeavours to procure that:
(a) the relevant Group Company has obtained the prior written unconditional consent to the Transaction from the relevant counterparties to the Change of Control Leases; and
(b) Ed Broking LLP has obtained the prior written unconditional waiver by Palm Insurance Canada Inc. under the Palm Insurance Loan Agreement in relation to the proposed Change of Control (as that ...
PRE-COMPLETION. Pre-Completion notifications
7.1 Subject to subclause 7.3, prior to Completion, the Seller shall (or shall procure that a member of the Seller’s Group or the relevant Group Company, as applicable, shall), promptly following execution of this agreement, make (and does not withdraw):
(a) each of the Australian Regulatory Notifications to the relevant Australian Regulatory Authority; and
(b) each of the New Zealand Regulatory Notifications to the relevant New Zealand Regulatory Authority.
7.2 The Seller and the Purchaser:
(a) must together agree and determine the strategy for making each of the Australian Regulatory Notifications and the New Zealand Regulatory Notifications;
(b) must promptly notify each other of any communication (whether written or oral) from a Regulatory Authority or any other third party, in each case relating to the Australian Regulatory Notifications or the New Zealand Regulatory Notifications; and
(c) must promptly supply all necessary and appropriate information for the purposes of enabling the Seller or the relevant member of the Seller’s Group or Group Company (as applicable) to make the Australian Regulatory Notifications and the New Zealand Regulatory Notifications.
7.3 To the extent that any notification under subclause 7.1 is not accepted or otherwise deemed to be ineffective by the relevant Regulatory Authority, a party may request, and the other party must promptly provide, any additional information for the purposes of allowing the Seller or the relevant member of the Seller’s Group or Group Company (as applicable) to rectify or otherwise resubmit the relevant notification.
PRE-COMPLETION. Boral and USG acknowledge and agree that if prior to Completion:
(a) a Boral Group Member becomes aware of any facts, matters or circumstances which give or are reasonably likely to give rise to a breach of a Boral Warranty, a Boral Tax Warranty or a ▇▇▇▇▇ ▇▇ Warranty; or
(b) a USG Group Member becomes aware of any facts, matters or circumstances which give or are reasonably likely to give rise to a breach of a USG Warranty or a USG Tax Warranty ; then Boral or USG (as relevant) will promptly notify the other of such fact, matter or circumstance, provided that, for the avoidance of doubt, such notice will in no way constitute disclosure for the purpose of clause 7.1 of this Agreement or otherwise limit or exclude any Claim.
PRE-COMPLETION. At least five (5) Business Days before the Completion Date, NECY shall give ASE full details of the Seller Parties' bank account(s) to which the Initial Purchase Price, the Seller Loan payment and the Working Capital Loan payment are to be remitted.
PRE-COMPLETION. REORGANISATION
7.1 Each Seller shall comply with the provisions of Schedule 4 that apply to it.
7.2 Within six weeks after the date of this Agreement, ▇▇▇▇▇▇▇ shall deliver to Whirlpool a substantially complete draft of the Ardutch Carve-Out Steps Plan and the Sellers shall co-operate in good faith to agree the terms of the Ardutch Carve-Out Steps Plan as soon as reasonably practicable thereafter and in accordance with the Ardutch Carve-Out Principles, the Ardutch Agreed Perimeter and the Ardutch Carve-Out Steps Overview. Ardutch shall take into account any reasonable comments of Whirlpool which are provided in a timely manner in relation to the draft Ardutch Carve-Out Steps Plan (and any subsequent version thereof) and promptly provide Whirlpool with any further drafts of the Ardutch Carve-Out Steps Plan prepared by or on behalf of the Ardutch Group.
7.3 Within six weeks after the date of this Agreement, Whirlpool shall deliver to Ardutch a substantially complete draft of the Whirlpool Carve-Out Steps Plan and the Sellers shall co-operate in good faith to agree the terms of the Whirlpool Carve-Out Steps Plan as soon as reasonably practicable thereafter and in accordance with the Whirlpool Carve-Out Principles, the Whirlpool Agreed Perimeter and the Whirlpool Carve-Out Steps Overview. Whirlpool shall take into account any reasonable comments of Ardutch which are provided in a timely manner in relation to the draft Whirlpool Carve-Out Steps Plan (and any subsequent version thereof) and promptly provide Whirlpool with all subsequent drafts of the Ardutch Carve-Out Steps Plan prepared by or on behalf of the Whirlpool Group.
7.4 Subject to Clause 7.10 below, Ardutch shall:
(a) implement (or procure the implementation of) the corporate reorganisation required in order to achieve the corporate structure of the Ardutch Europe Group by implementing the Ardutch Carve-Out Steps, subject to any changes to the Ardutch Carve-Out Steps: (i) to which Whirlpool has given its prior written consent (not to be unreasonably withheld, conditioned or delayed); (ii) that are immaterial and do not adversely affect the Buyer, Whirlpool or any member of the Ardutch Europe Group; or (iii) that only relate to and only affect members of the Ardutch Group (other than the Ardutch Europe Group) (the “Ardutch Carve-Out”);
(b) ensure that completion of the Ardutch Carve-Out occurs before the Longstop Date (subject to Whirlpool having complied with its obligations pursuant to Clause 7.2 to ...