Until Completion Sample Clauses
Until Completion. (a) the Seller shall at the Buyer’s cost provide the Buyer and its agents and representatives with: (i) such information regarding each Group Company as the Buyer shall reasonably request regarding the actual financial performance of the business of each Group Company, including monthly management accounts, profit and loss statements, balance sheets, cash flow statements, backlog and orders (to be provided promptly at the end of each month, but in any event not later than fifteen (15) Business Days after the end of each month); and (ii) reasonable access to the Properties and to the material books, records, documents and senior executives of each Group Company as the Buyer may reasonably request, but excluding any information the Seller deems, acting reasonably, to be commercially sensitive; and
(b) the Buyer shall, at the Seller’s cost and following a written request from the Seller, provide the Seller and its agents and representatives with: (i) financial information for the period following the date of this Agreement which is consistent with the format and content of information that was provided to the Seller prior to the date of this Agreement and (ii) responses to any other reasonable information requests which represent an update to information that was provided prior to the date of this Agreement, but in any event excluding any information the Buyer deems, acting reasonably, to be commercially sensitive or which cannot be disclosed due to a regulatory restriction.
Until Completion. (a) Until Completion, the Sellers and the Company must ensure that:
(i) the Group Companies manage and conduct the Business as a going concern in accordance with normal and prudent practice (having regard to the nature of the Business and past practice);
(ii) subject to clause 4.1(a)(iii), each Group Company does not:
(A) enter into, terminate or alter any term of any material contract or commitment;
(B) except in the usual conduct of the Business, incur any material actual or contingent liability;
(C) except in the usual conduct of its Business, dispose of, agree to dispose of, encumber or grant an option over, any of its assets; or
(D) declare or pay any dividend, or make any distribution of its assets, capital or profits; and
(iii) each Group Company does not, without the prior written consent of the Buyer or Vignette (which consent which will not be unreasonably withheld):
(A) make any expenditures or enter into any commitment or transaction exceeding $25,000 individually or $50,000 in the aggregate (other than sales, maintenance, commissions and consulting agreements entered into in the ordinary course of business);
(B) sell, license or transfer to any person or entity any rights to any IP or enter into any agreement with respect to any IP with any person or with respect to any IP of any person (other than licences of standard products and services in the ordinary course of business where the person or entity is an existing customer of the Group Company and the pricing structure applicable to the licence is substantially in line with the pricing policy of the relevant Group Company or where any such licence is pursuant to a Group Company’s standard licensing agreement without modification or if such agreement is for an amount less than $50,000);
(C) enter into any agreement with respect to the development of any IP with a third party;
(D) change pricing or royalties charged by a Group Company to its customers or licensees, or the pricing or royalties set or charged by persons who have licensed IP to a Group Company;
(E) enter into or amend any contract pursuant to which any other party is granted marketing, distribution, development or similar rights of any type or scope with respect to any products or technology of a Group Company;
(F) amend or otherwise modify (or agree to do so), or violate the terms of, any material contract of any Group Company;
(G) commence or settle any litigation;
(H) declare, set aside or pay any dividends on or make any othe...
Until Completion the Seller shall exercise all rights and powers available to it so as to procure that, except with the written consent of the Purchaser (which shall not be unreasonably withheld, delayed or conditioned), it shall not, in relation to the conduct of the Business (other than in the ordinary course of the investment activities related to the Business):
(a) incur any expenditure exceeding GBP200,000 on capital account; or
(b) dispose of any part of the Assets except in the ordinary course of business or create any Encumbrance in respect of any part of the Assets; or
(c) borrow any money (except borrowings from its bankers not exceeding GBP100,000) or make any payments out of or drawings on its bank account(s) (except routine payments or drawings); or
(d) enter into any transaction with a member of the Seller’s Group other than on arm’s length terms; or
(e) make any change in the terms and conditions of employment of any of its Senior Employees or employ any additional person on terms that they will earn more than the equivalent of GBP80,000 per annum (Additional Senior Employees);
(f) terminate for cause (where there has been a material breach by the Senior Employee of his employment contract) the employment of any Senior Employee or any Additional Senior Employees; or
(g) terminate (except in relation to paragraph 1.3(f) above) the employment of any Senior Employee or any Additional Senior Employees; or
(h) make, or announce to any person any proposal to make, any change or addition to any benefit of or in respect of any Employee, Senior Employee or Additional Senior Employee other than any change required by law or proposed change of which full and accurate particulars are set out in or; the Disclosure Letter
Until Completion. Cadbury Schweppes shall (subject always to applicable competition law) procure (and Coca-Cola UK shall do nothing to prevent Cadbury Schweppes so procuring) that the Purchaser and Coca-Cola UK, their agents and representatives are on reasonable notice given reasonable access during normal business hours to the Properties and to the books and records of the Companies, in the case of the Purchaser, to the extent reasonably necessary for the Purchaser to prepare for the business of the Companies to be carried on after Completion, and, in the case of Coca-Cola UK, for any purpose connected with this agreement, provided that any information obtained as a result of such access shall be used only for such purpose, and shall not be passed to any officer or employee of the Purchaser or Coca-Cola Enterprises or Coca-Cola UK, except for such purpose.
Until Completion the Seller shall use reasonable endeavours to procure that any insurances of a Group Company which are due to expire prior to Completion are renewed. The Buyer shall indemnify the Seller (for itself and as trustee for each member of the Seller’s Group) on demand from and against all and any costs incurred by the Seller or any other member of the Seller’s Group (other than the Group Companies) in connection with the renewal of those insurances.
Until Completion. (a) the Purchaser and the Sellers shall, and shall procure that their advisers shall, make commercially reasonable efforts to cooperate with each other and provide each other with all relevant information, reasonable assistance and reasonable access to their respective management to allow the other (or both parties jointly, as may be the case) to make any necessary filings, submissions or notifications with or to such Governmental Authority (including for the purposes of responding to requests for further information) in each case ensuring all such information, assistance and access is supplied accurately and in a timely manner (taking into account applicable waiting periods) and, notwithstanding the foregoing, the Sellers shall provide, or procure the provision of, all information or documents specifically requested by the Purchaser in connection with any filings or submissions to such Governmental Authority promptly upon request and in any event before any applicable deadline specified by the Purchaser and, if such information or documents contain competitively sensitive information or information which is or may be subject to legal professional privilege which the Sellers are not obliged to share as a result of subclause 3.7, the Sellers procure that appropriately redacted versions of the same (excluding any such competitively sensitive information or information which is or may be subject to legal professional privilege) are made available to the Purchaser’s advisers or made available to a designated clean team;
(b) where reasonably practicable and permitted by such Governmental Authority, the Purchaser shall give the Sellers reasonable notice in writing in advance of any meetings, hearings or conference calls that the Purchaser may have with such Governmental Authority in relation to the Governmental Authority Condition (excluding any non-material or administrative discussions or matters unrelated to the Governmental Authority Condition or the purchase of the Shares or any matter arising from it or relating to it and the Sellers shall, where reasonably requested by the Purchaser or upon the request of such Governmental Authority, permit or make available its representatives to attend such meetings, hearings or conference calls or otherwise participate in discussions with such Governmental Authority referred to in subclause 3.1
(a) for the purposes of satisfying the Governmental Authority Condition; and
(c) prior to submission to the Relevant Authoriti...
Until Completion the Seller shall not transfer or otherwise encumber the Shares or seek to do so.