Pre-completion termination Sample Clauses

Pre-completion termination. (a) The Purchasers may terminate this Agreement at any time before Completion by notice to the Sellers if the Condition has not been satisfied at the Longstop Date or if the Purchasers consider, acting reasonably, that there has been: (i) a material breach by any of the Sellers of any Key Warranty; (ii) a material breach by any of the Sellers of clause 5.1 or 5.3; or (iii) a Material Adverse Change. For the purpose of clause 5.6(a)(iii), Material Adverse Change means anything that, has had or is likely to have a material adverse effect on the business, operations, assets, liabilities, condition (financial or otherwise), reputation or prospects of any Group Company.

Pre-completion termination. 7.1 Until the earlier of Completion and the termination of this Agreement in accordance with its terms, the Seller shall (subject only to Clause 7.2): (a) procure that the business of each Group Company is carried on in the usual course of trading consistent with past practice; and (b) procure that no Group Company shall do, or agree or commit to do, any of the things specified in Schedule 2 (Reserved Matters ). 7.2 Nothing in Clause 7.1 shall impose any obligation on the Seller to prevent or restrict: (a) any Group Company from doing or omitting to do anything required for the performance of any contract entered into prior to the date of this Agreement; (b) any Group Company from doing or omitting to do anything required in order to comply with any applicable law or regulation; (c) any Group Company from entering into or amending, varying, extending, renewing or terminating in the ordinary course of business any contract or commitment, or entering into a new contract or commitment on broadly comparable terms in place of a contract or commitment which has expired or is due to expire prior to the date of Completion; (d) any matter reasonably undertaken in an emergency or disaster situation or other serious incident or circumstance (including taking any measures reasonably required by applicable law or directive of a Government Agency) with the reasonable and bona fide intention of minimising any adverse effect thereof and, where reasonably practicable, following consultation with the Buyer; (e) the completion or performance of actions which are reasonably necessary to discharge any obligations undertaken pursuant to any legal or regulatory obligation or to comply with a request by any applicable Government Agency or pursuant to any contract, arrangement, licence, permits, approvals, authorisations, certificates, confirmations, or consents entered into by or relating to the Group Companies prior to the date of this Agreement, provided that the Seller shall use all reasonable endeavours to promptly notify the Buyer of any material action taken or proposed to be taken pursuant to this exception; (f) any Group Company entering into a real estate lease renewal or alternative lease in the ordinary course of its business on terms substantially the same as the existing lease and for a rent not exceeding the rent under the preceding lease by more than 30%; (g) the engagement with the trustee of the DB Scheme in relation to the Transaction or matters relating to the ...