PRE-COMPLETION COVENANTS Clause Samples

PRE-COMPLETION COVENANTS. 6.1 Sellers’ obligations in relation to access to the Group Companies‌ (a) In the period between the date of this Agreement and Completion, the Sellers shall, subject to the provisions of the NDA and the CTA and to the extent: (x) reasonably possible and taking into account commercial sensitivities; (y) not jeopardising client-attorney or other legal privilege; and (z) not prohibited by applicable Laws (including competition Laws), at the Purchaser’s sole expense: (i) provide the Purchaser and its Representatives such reasonable access to the directors/managers and to the books and records of each of the Group Companies and, at such times during normal business hours on any Business Day, under the supervision of any Representative of the Sellers, and in such a manner as not to unreasonably interfere with the normal operations of any relevant member of any Seller’s Group and/or the Company, as the Purchaser may reasonably request in writing specifying the purpose of the request and the extent of access requested; and (ii) provide such information regarding the business and affairs of each of the Group Companies as the Purchaser may reasonably request in writing specifying the purpose of the request and the extent of access requested.‌ 6.2 Sellers’ obligations in relation to the conduct of the business by the Group Companies (i) exercising their voting rights as shareholders of the Company and any other rights reasonably available under the Company’ articles of association or constitutional documents, but subject to any fiduciary duty they may have, and (ii) by notifying the statutory directors of the Group Companies ultimately 2 Business Days after the date of this Agreement of the relevant provisions of this clause to ensure such statutory directors are aware of the consent requirements set out in this clause) to ensure that: (a) the business activities of the Group are in all material respects conducted in the ordinary course of business including maintaining an ordinary course level of inventory and turnover days for accounts receivable and accounts payable in the ordinary course and consistent with past practice; and (b) the Group preserves and protects its present business organisations, lines of business, assets and goodwill and its relationships with customers, suppliers, and other third parties, in the ordinary course of business and consistent with past practice; and‌ (c) no Group Company shall: (i) change its accounting procedures, principles or prac...

PRE-COMPLETION COVENANTS. 8.1.1 Between the date hereof and the Completion Date, each party hereto covenants and agrees that it shall promptly notify the other parties of the occurrence, or non-occurrence of any event, which would be likely to cause any Conditions to be satisfied by it not to be satisfied. 8.1.2 Each Seller hereby covenants and agrees that it will send the Transfer Notice to all MobiFon shareholders as soon as practicable after the date hereof and in any event, no later than the third Business Day thereafter.

PRE-COMPLETION COVENANTS. Ordinary Course of Business 7.1 Save (i) in so far as expressly contemplated in this Agreement, (ii) in so far as may be reasonably necessary in connection with the implementation of this Agreement or the Transactions contemplated by this Agreement including the implementation of the Disentanglement, (iii) in so far as may be necessary to comply with applicable Law, or (iv) in so far as agreed or consented to by the Purchaser (such agreement or consent not to be unreasonably withheld or delayed), the Seller shall, and to the extent applicable shall cause the relevant members of the Seller’s Group and each of the EDS Entities to, use all their respective commercially reasonable efforts to procure that, between Signing and Completion, they shall (a) continue to conduct the EDS Business as a going concern in the Ordinary Course and (b) preserve the EDS Business and its relationships with customers, key employees, suppliers, distributors and other third parties, in each case consistent with past practice and (without prejudice to the generality of the foregoing) none of them shall, between Signing and Completion (or in case of partial Completion as further set out in Clause 5.6.2): 7.1.1 make any fundamental change in the nature or organisation of the EDS Business or discontinue or cease to operate all or a material part of the EDS Business; 7.1.2 sell, transfer, grant any exclusive licence, or otherwise dispose of, or, in the case of EDS Patents, EDS Copyrights or EDS Trademarks, allow to lapse (other than in the case of non-renewal due to local law requirements) or abandon, any, or create a Third Party Right (other than any Permitted Encumbrance) over any, EDS Asset to the extent having a book value in excess of, EUR 100,000 (one hundred thousand euros) per item or EUR 300,000 (three hundred thousand euros) on an aggregate basis, other than retention of title or similar arrangements or the sale of any EDS Inventory, in each case in the Ordinary Course; 7.1.3 make any material change in its stock-taking policies; 7.1.4 enter into any Contract in connection with the EDS Business that, if existing on the date hereof, would constitute a Material Contract, other than in respect of the purchase of supplies or sale of inventories or services in the Ordinary Course; 7.1.5 commit to any capital expenditure project (other than those contemplated in the Management Presentation, the “AFC Current Year” or “FC Next Year” columns of the Capital Expenditure Plan or otherwis...

PRE-COMPLETION COVENANTS. 5.1 Until Completion the Seller shall, to the extent permitted by law and subject to clause 5.2, comply with the provisions of Schedule 5. 5.2 Clause 5.1 shall not operate so as to restrict or prevent: (a) any matter of which written notice has been given to the Purchaser but in relation to which the Purchaser has not made a final determination within (i) two Business Days in relation to any matter referred to in paragraph 1.3(f) of Schedule 5 or (ii) five Business Days in relation to any matter referred to in paragraph 1.3 other than paragraph 1.3(f), from the date on which such written notice was sent (and failure to respond in writing to a written notice shall be deemed to be failure to make a final determination in respect of the matter contained within such written notice). Notwithstanding anything contained in this clause 5.2(a), the Purchaser agrees to use its best endeavours to respond to a request for consent from the Seller in relation to paragraph 1.3(i)(i) of Schedule 5 within 24 hours of the receipt of any such request for consent; (b) the completion or performance of any obligations required under any contract or arrangement entered into by the Seller or in respect of any of the Business prior to the date of this agreement; (c) any matter reasonably undertaken by the Seller or any member of the Seller’s Group in respect of the Business in an emergency or disaster situation with the intention of minimising any adverse effect thereof (and of which the Purchaser shall be consulted as far in advance as is reasonably practicable and legally permissible in the circumstances, failing which, the Purchaser will be promptly notified); (d) any matter contemplated in this agreement or the other Transaction Documents; (e) any payment for or in respect of Tax when due; (f) any matter undertaken at the written request of the Purchaser; (g) any action necessary (in the reasonable belief of the Seller) in order to comply with any requirement of applicable law or regulation (including any rules or requirements of or any direction received from any Government Agency) and in respect of any such material matter the Purchaser shall be consulted as far in advance as is reasonably practicable and legally permissible in the circumstances; (h) the giving of notice to terminate agreements or arrangements in respect of services provided by members of the Seller’s Group in relation to the Business or the entry into of amendment agreements to provide for such termination ...

PRE-COMPLETION COVENANTS. 6.1. During the period from the Signing Date until the Completion Date, the Seller shall procure that each of the Group Companies; 6.1.1. carries on its business in the ordinary course, consistent with past practice and in accordance with applicable laws and regulations; 6.1.2. without the prior written consent of the Purchasers, such consent not to be unreasonably withheld or delayed, and except as contemplated by this Agreement, shall not take any action to: (A) amend its articles of association; (B) pass or adopt any resolution of its shareholder or any class of shareholders, whether in general meeting or otherwise; (C) settle any existing or initiate any new litigation exceeding EUR 150,000 in each case excluding any existing or new litigation or any disputes in relation to customs; (D) change the accounting procedures, principles or practices of any Group Company; (E) issue any shares or issue any instrument that gives its holder the right to acquire or subscribe for shares; (F) acquire or dispose of any business or any other material asset other than in the ordinary course of business; (G) make any material changes to the remuneration of any employee with an annual gross salary of EUR 40,000 or more at the Signing Date other than in the ordinary course of business; (H) grant or issue any Encumbrance on any asset, property or share. 6.2. If the Purchasers have not responded in writing within 5 Business Days after receipt of a request for consent by the Seller or any of the Group Companies in respect of any of the actions in Clause 6.1.2, the Purchasers shall be deemed to have agreed to the proposed action. 6.3. The Seller shall procure that prior to or on the Completion Date, prior to the transfer of the Shares to the Purchasers the existing management services agreement between the Group Companies and the Seller shall be terminated. On the Completion Date, the Seller will confirm and acknowledge, upon receipt of the at the Completion Date outstanding amounts under such management services agreement, that none of the Group Companies has any obligation(s) vis á vis the Seller or any member of the Seller’s Group with respect to such management services agreement or the termination thereof.

PRE-COMPLETION COVENANTS. Between the date hereof and the Completion Date, each party hereto covenants and agrees that it shall promptly notify the other parties of the occurrence or non-occurrence of any event, which would be likely to cause any Conditions to be satisfied by it not to be satisfied. In addition, TIW covenants and agrees that it shall promptly notify the Sellers upon becoming aware that a Condition has been satisfied.

PRE-COMPLETION COVENANTS. 19.1 Neither VIP, HET, H3G II nor ▇▇▇▇▇ shall and each such Party shall procure that none of their Subsidiaries shall at any time prior to and including Completion without the prior consent of the other parties pass or join in passing any resolution of H3G II or ▇▇▇▇▇ which is contrary to the Transaction Documents.

PRE-COMPLETION COVENANTS. 7.1 Until Completion, each Seller shall, insofar as it is legally able to do so, and shall use all reasonable endeavours to procure that the Warrantors: (i) use all reasonable endeavours to ensure that the business of the Group will be carried on in the ordinary and usual course on the same basis and in substantially the same manner as immediately prior to the date of this Agreement, (ii) use all reasonable endeavours to preserve the goodwill and organization of the Group’s businesses and the relationships with its customers, suppliers, employees and other material business relations, and (iii) without limiting the generality of the foregoing, ensure that without the prior written consent of the Purchaser (not to be unreasonably withheld, delayed or conditioned), no Group Company will: (a) acquire, sell or otherwise dispose or transfer any shares, loan capital or other securities of any person (whether by merger, split up, contribution or any other transaction affecting its share capital); (b) increase, redeem or decrease its share or loan capital, authorize or issue any other securities, except for share capital increases or issuances of loan capital subscribed by a Group Company in another Group Company or redemption or decreases in share or loan capital by a Group Company from another Group Company; (c) declare or pay a dividend, an interim dividend or make any other distribution (whether in cash, stock or in kind) (other than a dividend or a distribution declared or paid from a Group Company to another Group Company); (d) make any amendment to the terms of any shares, loan capital or other securities of any Group Company (other than shares, loan capital or other securities of a Group Company held by another Group Company); (e) make any amendments to its constitutional or organizational documents (other than any amendment that would not require the vote of its shareholders); (f) make any material change in the nature of its business, or enter into new lines of business, including agreeing or entering into arrangements or agreements for providing management and ancillary services for active infrastructure or equipment, in each case on terms where the applicable member of the Group that is a party thereto is not able to terminate such arrangement or agreement on no more than 6 months’ prior written notice without any additional cost, expense, penalty or other liability or obligation imposed on any member of the Group in connection with such termination; (...

PRE-COMPLETION COVENANTS. 4.1. General conduct a. carry on its part of the Business in the ordinary course and in accordance with past practices; and b. preserve its present business organisations, lines of business and relationships with customers, suppliers and other third parties, in each case consistent with past practice.