Common use of PRE-CONDITION Clause in Contracts

PRE-CONDITION. 5.1 The parties will co-operate with each other in relation to securing the satisfaction of the Pre-Condition as soon as reasonably practicable after the date of this Agreement. 5.2 Equinix shall be responsible for contacting and corresponding with Relevant Authorities in relation to the satisfaction of the Pre-Condition (including preparing and submitting all necessary filings, notifications and submissions). Subject to Clause 5.6, Equinix shall: (A) consult with Telecity to the extent reasonably practicable; (B) keep Telecity promptly updated as to any developments which are material or potentially material to the satisfaction of the Pre-Condition; and (C) afford Telecity and its advisers a reasonable opportunity to review and comment upon drafts of all material filings, notifications, submissions or communications required or proposed to be filed with, or notified or submitted or communicated to, any Relevant Authority by or on behalf of Equinix in respect of the Transaction and, acting reasonably and in good faith, shall give due consideration to the comments and requests of Telecity and its advisers in relation to such filings, notifications, submissions and communications. 5.3 Subject to Clause 5.6, Telecity undertakes to co-operate with Equinix and its advisers in relation to the satisfaction of the Pre-Condition and: (A) to assist Equinix in communicating with any Relevant Authority in relation to the satisfaction of such Pre-Condition; and (B) promptly to make available to Equinix the books and records of the Telecity Group, and such information and assistance and reasonable access to personnel (organised through Telecity’s legal advisers) as Equinix may reasonably require for the purposes of satisfying the Pre-Condition, including for the purpose of making a submission, filing or notification to any Relevant Authority in connection with satisfying the Pre-Condition and for the purpose of complying with any undertakings given by Equinix in connection with satisfying the Pre-Condition. 5.4 Equinix shall give Telecity reasonable prior notice of (which shall, to the extent practicable, include a copy of the agenda for), and shall permit Telecity and its advisers to participate in, all scheduled meetings and scheduled material telephone calls that Equinix or its advisers have with any Relevant Authority in relation to the satisfaction of the Pre-Condition (unless the Relevant Authority requests that Telecity should not participate in all or part of the meeting or telephone call and Telecity is notified of such request). In relation to any meeting or material telephone call with or involving any Relevant Authority in relation to the satisfaction of the Pre-Condition at which Telecity or its advisers are not present, Equinix shall promptly provide to Telecity a fair summary of the matters discussed. 5.5 Notwithstanding any other provision of this Agreement to the contrary, during the Continuance Period, Equinix shall use or cause to be used all reasonable efforts in order to satisfy the Pre-Condition as promptly as possible. 5.6 Nothing in this Agreement shall require either party to provide or disclose to the other, or to its advisers, any information: (A) that is commercially sensitive or confidential or which constitutes a trade secret, and has not already been disclosed to the other party; or (B) in circumstances that would result in the loss of any privilege that subsists in relation to such information (including legal advice privilege), and any such information shall, to the extent practicable and deemed appropriate by the disclosing party, be provided or disclosed to the other party’s legal counsel (and, to the extent reasonably necessary, its other advisers) on an “external advisers only” basis, with a non-confidential version of any relevant filing, notification, submission or communication that includes or refers to such information being provided to the other party.