Common use of Carrying on of business Clause in Contracts

Carrying on of business. Subject to clause 5.2, clause 5.4, clause 5.5 and clause 5.6, between the date of this agreement and the earlier of Completion and termination of this agreement, the Seller must: (a) ensure that the business of the Target Entities is conducted materially in the ordinary course and substantially consistent with past practice including in relation to the manner in which coal stock inventory is managed (and having regard to their obligations under law, and practices generally undertaken and observed by open-cut coal mine operators in the Queensland coal industry); (b) procure that no Target Entity: (1) buys back any of its shares; (2) issues any shares, options or securities that are convertible into shares in that Target Entity; (3) sells, leases, subleases or otherwise disposes of or agrees to dispose of or creates or agrees to create or permits to exist any Encumbrance over any material asset of a Target Entity (including any such asset required for the conduct of the Business or the operation of the Mine but excluding any residential property in the Blackwater region), other than in the ordinary course of business (and the ordinary course of business includes where an asset has reached its useful life, is being replaced or is part of a capital project); (4) in respect of the Tenements: (A) takes steps to surrender, cancel or transfer any Tenement (other than to the extent that the relevant part of the Tenement is required by the Mineral Resources Act 1989 (Qld) to be relinquished or surrendered); (B) assigns, transfers, Encumbers, declares itself a trustee of or otherwise deals with or disposes of a Tenement; or (C) fails to renew a Tenement or allows any to lapse; (5) enters into any joint venture, partnership, unincorporated association, alliance or similar arrangement with any person; (6) enters into any abnormal or unusual transaction which materially adversely affects the Business or a Target Entity; (7) enters into, amends or terminates a contract or commitment that will result in aggregate receipts or expenditure in excess of $30,000,000 in any calendar year, other than for any coal sale or marketing agreement, Material Contract, Replacement Coal Handling Agreement, Replacement Mining Services Contract, Enterprise Agreement or Plan of Operations; (8) enters into an agreement that contains an obligation on a Target Entity that materially limits or purports to materially limit the ability of the Target Entity to compete in any line of business or in any geographic area; (9) enters into any agreement with a Related Body Corporate; (10) amends terms of a material engagement of, or terminates the employment or encourages the resignation of, any employee of a Target Entity on total salary of over $300,000 per annum (excluding any summary dismissal or other dismissal for cause) or agrees to hire any employee, agent or contractor on total salary of over $300,000 per annum, or enters into, amends the terms of or terminates any agreement, arrangement or understanding in respect of enterprise agreements related to employees of a Target Entity, other than for the Enterprise Agreement; (11) sells, leases, subleases or otherwise disposes of or agrees to dispose of or creates or agrees to or permits to exist any Encumbrance over any real property other than a sale, lease, sublease or disposal of any residential property in the Blackwater region; (12) enter into any new bank facilities or other financing agreement; (13) enter into any guarantee or indemnity on behalf of any person other than a Target Entity or provide security for the obligations of any person other than a Target Entity, except as disclosed in the Disclosure Material or which will be released on or prior to Completion; (14) pays, authorises the payment of or agrees or commits to pay any bonuses or other incentives to any employee, agent or contractor of the Business other than under an arrangement in place prior to the execution of this agreement; (15) alters its constitution; (16) changes any accounting method, practice or principle used by it; or (17) amend the Existing XXX Intercompany Loan Agreement or the Existing XXX GSA or repay any amount owing under the Existing XXX Intercompany Loan Agreement, except as contemplated by this agreement, or authorise, or agree conditionally or otherwise to do, any of the things referred to in this clause 5.1(b); (c) ensure that the Financial Assurances are maintained (and, if necessary, increased) in accordance with the Environmental Protection Xxx 0000 (Qld), Environmental Protection Regulation 2008 (Qld), Mineral Resources Xxx 0000 (Qld) and the Mineral and Energy Resources (Common Provisions) Xxx 0000 (Qld); and (d) promptly notify the Buyer in the event that a Target Entity becomes aware of a material breach of an agreement which is material to the operation of the Business or any claim, proceeding or investigation which is material to the operation of the Business.

Carrying on of business. Subject to clause 5.2, clause 5.4, clause 5.5 and clause 5.64.3, between the date of this agreement and the earlier of Completion and termination of this agreement, the Seller must: (a) must ensure that the business of the Target Entities is conducted materially in the ordinary course and substantially consistent with past practice including and, in relation to the manner in which coal stock inventory is managed (and having regard to their obligations under lawparticular, and practices generally undertaken and observed by open-cut coal mine operators in the Queensland coal industry); (b) procure that no Target Entity: (1a) distributes or returns any capital to its members; (b) buys back any of its shares; (2c) issues pays any dividends or makes any other distributions of its profits or effects any recapitalization, reclassification, stock dividend, stock split or like change in its issued securities; (d) authorise for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver: (1) any shares, options securities or capital stock of, or other equity or voting interest, in the Company; or (2) any securities that are convertible into shares in into, exchangeable for, or evidencing the right to subscribe for or acquire either: (A) any shares, securities or capital stock of, or other equity or voting interest in, the Company; or (B) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares, securities or capital stock of, or other equity or voting interest in, that Target Entity; (3e) alters its constitution; (f) sells, leasesassigns, subleases transfers or otherwise disposes of the Business Intellectual Property or agrees any Business Software; (g) varies, terminates or fails to dispose renew any of its contracts that are material to the Business or Material Authorisations, except in the ordinary course of business; (h) enters into any new individual contract or commitment requiring it to pay more than $200,000 per annum for more than 2 years, other than by way of capital expenditure permitted under 4.1(n); (i) acquires any assets whose aggregate value exceeds $1 million, other than assets acquired by way of capital expenditure permitted under 4.1(n); (j) engages any new permanent employee or amends the terms of employment of any permanent employee with a total annual remuneration in excess of $200,000, except in accordance with current personnel practices; (k) grants any severance or termination benefit in excess of $200,000 to any permanent employee, except in accordance with current personnel practices; (l) terminates or encourages the resignation of any Employee, except in accordance with current personnel practices or for good cause; (m) cancels any existing insurance policy in the name of or creates or agrees to create or permits to exist any Encumbrance over any material asset for the benefit of a Target Entity unless a replacement policy has been put in place; (including n) undertakes any such asset capital expenditure other than capital expenditure required for the conduct of the Business or the operation of the Mine but excluding any residential property in the Blackwater region)ordinary and usual course of carrying out its business; (o) makes any loan to, or enters into any other material transaction with, any of its directors, officers, and employees; (p) makes any change in its accounting methods, principles or practices, except as required by concurrent changes in Accounting Standards; (q) cancels any debt owed to or claims held by any Target Entity other than in the ordinary course of business (and the ordinary course of business includes where an asset has reached its useful life, is being replaced or is part of a capital project)business; (4r) prepares, files or amends any Tax return inconsistent with past practice or, on any such Tax return, takes any position, makes any election, or adopts any method that is inconsistent with positions taken, elections made or methods used in respect of the Tenements: (A) takes steps to surrender, cancel preparing or transfer any Tenement (other than to the extent that the relevant part of the Tenement is required by the Mineral Resources Act 1989 (Qld) to be relinquished or surrendered); (B) assigns, transfers, Encumbers, declares itself a trustee of or otherwise deals with or disposes of a Tenementfiling similar Tax returns in prior periods; or (C) fails to renew a Tenement or allows any to lapse; (5s) enters into any joint venture, partnership, unincorporated association, alliance Contract or similar arrangement with renews any person; (6) enters into any abnormal or unusual transaction which materially adversely affects the Business or a Target Entity; (7) enters into, amends or terminates a contract or commitment that will result in aggregate receipts or expenditure in excess of $30,000,000 in any calendar year, other than for any coal sale or marketing agreement, Material Contract, Replacement Coal Handling Agreement, Replacement Mining Services Contract, Enterprise Agreement or Plan of Operations; (8) enters into an agreement that contains an obligation on a Target Entity that materially limits or purports to materially limit the ability of the Target Entity to compete in any line of business or in any geographic area; (9) enters into any agreement with a Related Body Corporate; (10) amends terms of a material engagement ofContract containing, or terminates otherwise subjecting the employment or encourages the resignation ofBuyer to, any employee of a Target Entity on total salary of over $300,000 per annum (excluding any summary dismissal non-competition, non-solicitation, exclusivity or other dismissal for cause) or agrees to hire any employee, agent or contractor material restrictions on total salary of over $300,000 per annum, or enters into, amends the terms of or terminates any agreement, arrangement or understanding in respect of enterprise agreements related to employees of a Target Entity, other than for the Enterprise Agreement; (11) sells, leases, subleases or otherwise disposes of or agrees to dispose of or creates or agrees to or permits to exist any Encumbrance over any real property other than a sale, lease, sublease or disposal business of any residential property in the Blackwater region; (12) enter into any new bank facilities or other financing agreement; (13) enter into any guarantee or indemnity on behalf of any person other than a Target Entity or provide security for the obligations of any person other than a Target Entity, except as disclosed in the Disclosure Material or which will be released on or prior to Completion; (14) pays, authorises the payment of or agrees or commits to pay any bonuses or other incentives to any employee, agent or contractor of the Business other than under an arrangement in place prior to the execution of this agreement; (15) alters its constitution; (16) changes any accounting method, practice or principle used by it; or (17) amend the Existing XXX Intercompany Loan Agreement or the Existing XXX GSA or repay any amount owing under the Existing XXX Intercompany Loan Agreement, except as contemplated by this agreement, or authorise, or agree conditionally or otherwise to do, any of the things referred to in this clause 5.1(b); (c) ensure that the Financial Assurances are maintained (and, if necessary, increased) in accordance with the Environmental Protection Xxx 0000 (Qld), Environmental Protection Regulation 2008 (Qld), Mineral Resources Xxx 0000 (Qld) and the Mineral and Energy Resources (Common Provisions) Xxx 0000 (Qld); and (d) promptly notify the Buyer in the event that a Target Entity becomes aware of a material breach of an agreement which is material to the operation of the Business or any claim, proceeding or investigation which is material to the operation of the BusinessBuyer.

Carrying on of business. (a) Subject to clause 5.2, clause 5.4, clause 5.5 and clause 5.6, between the date of this agreement and the earlier of Completion and termination of this agreement, the Seller must: (a) must ensure that the business of the Target Entities is conducted materially in the ordinary course and substantially consistent with past practice including and, in relation to the manner in which coal stock inventory is managed (and having regard to their obligations under lawparticular, and practices generally undertaken and observed by open-cut coal mine operators in the Queensland coal industry); (b) procure that no Target EntityEntity carries out any of the following proscribed actions, except with the prior written consent of the Buyer: (1) buys enter into any contract or commitment requiring it to pay more than $50,000 or more than $10,000 per annum for more than 5 years other than in the ordinary course of business or to fit out its new Brisbane premises (for an amount in excess of A$265,000); (2) acquire or dispose of any assets (other than the sale or purchase of stock in the ordinary course of business), whose aggregate value exceeds $10,000, other than in the ordinary course of business or to fit out its new Brisbane premises (for an amount in excess of A$265,000); (3) engage any new permanent employee with a total annual remuneration in excess of $50,000; (4) terminate (other than for misconduct) or encourage the resignation of any Employee, (5) change the terms of employment (including remuneration or other benefits but excluding the May 2011 pay review) of any of the Employees in any material respect; (6) any Seller Group Member cancel any existing insurance policy in the name of or for the benefit of the Target Entity unless a replacement policy (on terms no less favourable to the Target Entity, if available in the market place) has been put in place; (7) defer any capital expenditure or undertake any capital expenditure that is in excess of $50,000 other than to fit out its new Brisbane premises (at an estimated capital cost of A$265,000); (8) vary, terminate or fail to renew any of its contracts, Authorisations or commitments, except in the ordinary course of business; (9) create an Encumbrance over any of its assets; (10) enter into any licence, or other agreement relating to the Business Intellectual Property or terminate any agreement in relation to the Third Party Intellectual Property; (11) change any accounting method, practice or principle used by it; (12) distribute or return any capital to its members or otherwise reduce its capital; (13) buy back any of its shares; (214) issues pay any dividends or make any other distributions of its profits (except for the transfer of the JV interest and Intercompany Loan in accordance with clause 5.8); (15) issue any shares, options or securities that are convertible into shares in that Target Entity; (316) sellsmake any change to its policy or manner of collection of receivables; and (17) alter its constitution; (18) revalue its assets; (19) repay any shareholder loans or advances; (20) make upgrades to its AS400 operating system for an amount in excess of $50,000; or (21) loan to, leasesborrow from or enter into any other agreement or arrangement with a Seller Group Member or increase the amount of the Intercompany Loan, subleases and the Seller must promptly notify the Buyer of any abnormal or otherwise disposes of or agrees unusual events with respect to dispose of or creates or agrees to create or permits to exist any Encumbrance over any material asset of a Target Entity (including any such asset required for the conduct of the Business or the operation occurrence of the Mine but excluding any residential property in the Blackwater region), other than in event outside the ordinary course of business which in all reasonable likelihood could result (or has actually resulted) in a Material Adverse Effect. (b) If, on or before Completion, a party becomes aware of any breach or potential breach of clause 5.1 it must: (1) notify the other party of the breach or the potential breach and provide the ordinary course other party with reasonable details of business includes where an asset has reached its useful life, is being replaced the alleged breach or is part of a capital project)potential breach; (42) in respect without prejudice to clause 3.1, consult with the other party as to the effect of the Tenements:alleged breach or potential breach; and (A3) takes must take steps to surrender, cancel or transfer remedy any Tenement (other than to the extent that the relevant part of the Tenement is required by the Mineral Resources Act 1989 (Qld) to be relinquished or surrendered); (B) assigns, transfers, Encumbers, declares itself a trustee of or otherwise deals with or disposes of a Tenement; or (C) fails to renew a Tenement or allows any to lapse; (5) enters into any joint venture, partnership, unincorporated association, alliance or similar arrangement with any person; (6) enters into any abnormal or unusual transaction which materially adversely affects the Business or a Target Entity; (7) enters into, amends or terminates a contract or commitment that will result in aggregate receipts or expenditure in excess of $30,000,000 in any calendar year, other than for any coal sale or marketing agreement, Material Contract, Replacement Coal Handling Agreement, Replacement Mining Services Contract, Enterprise Agreement or Plan of Operations; (8) enters into an agreement that contains an obligation on a Target Entity that materially limits or purports to materially limit the ability of the Target Entity to compete in any line of business or in any geographic area; (9) enters into any agreement with a Related Body Corporate; (10) amends terms of a material engagement of, or terminates the employment or encourages the resignation of, any employee of a Target Entity on total salary of over $300,000 per annum (excluding any summary dismissal or other dismissal for cause) or agrees to hire any employee, agent or contractor on total salary of over $300,000 per annum, or enters into, amends the terms of or terminates any agreement, arrangement or understanding in respect of enterprise agreements related to employees of a Target Entity, other than for the Enterprise Agreement; (11) sells, leases, subleases or otherwise disposes of or agrees to dispose of or creates or agrees to or permits to exist any Encumbrance over any real property other than a sale, lease, sublease or disposal of any residential property breach in the Blackwater region; (12) enter into any new bank facilities or other financing agreement; (13) enter into any guarantee or indemnity on behalf of any person other than a Target Entity or provide security for the obligations of any person other than a Target Entity, except as disclosed in the Disclosure Material or which will be released on or prior to Completion; (14) pays, authorises the payment of or agrees or commits to pay any bonuses or other incentives to any employee, agent or contractor of the Business other than under an arrangement in place prior to the execution of this agreement; (15) alters its constitution; (16) changes any accounting method, practice or principle used by it; or (17) amend the Existing XXX Intercompany Loan Agreement or the Existing XXX GSA or repay any amount owing under the Existing XXX Intercompany Loan Agreement, except as contemplated by this agreement, or authorise, or agree conditionally or otherwise to do, any of the things referred to in this clause 5.1(b);foregoing. (c) ensure that The Buyer must allow the Financial Assurances are maintained (and, if necessary, increased) in accordance with Seller or the Environmental Protection Xxx 0000 (Qld), Environmental Protection Regulation 2008 (Qld), Mineral Resources Xxx 0000 (Qld) and the Mineral and Energy Resources (Common Provisions) Xxx 0000 (Qld); and (d) promptly notify the Buyer in the event that a relevant Target Entity becomes aware of (as the case may be) a material reasonable and adequate opportunity to remedy the alleged breach or potential breach of an agreement which is material to the operation of the Business or any claim, proceeding or investigation which is material to the operation of the Businessclause 5.1.

Carrying on of business. (a) Subject to clause 5.2, clause 5.4, clause 5.5 and clause 5.6, between the date of this agreement deed and the earlier of Completion and termination of this agreementdeed, the Seller must: (a) must ensure that the business of the Target Entities is conducted materially in the ordinary course and substantially consistent with past practice including in relation to the manner in which coal stock inventory is managed (and having regard to their obligations under law, and practices generally undertaken and observed by open-cut coal mine operators in the Queensland coal industry); (b) procure that no Target Entitythat: (1) buys back any operations of the Target Group Companies are conducted in the ordinary and usual course consistent in all material respects with its sharesusual business practices; (2) issues no material changes are made to the nature or scale of any activity of the Target Group Companies, including those comprised in the Eva Copper Project; and (3) the Target Group Companies do not undertake any business or operations other than: (A) with respect to the Target Entity, as the holding company of any of the other Target Group Companies and business consistent with the business conducted by each of them as set out in this clause 5.1(a); (B) with respect to each of Roseby Copper Pty Limited's and Roseby Copper (South) Pty Limited's business consistent with the business conducted by each of them as set out in this clause 5.1(a), (C) with respect to Eva Copper Mine Pty Limited, the Eva Copper Project. (b) Subject to clause 5.2, but without limiting clause 5.1(a), the Seller must ensure that the Target Group Companies do not: (1) distribute or return any capital to its members; (2) buy back any of their respective shares; (3) pass a resolution for its winding up or dissolution; (4) issue any shares, options or securities that are convertible into shares in that the Target EntityGroup Companies, nor grant or create any rights to acquire such shares, options or securities; (35) sellsalter their respective constitutions; (6) approve or effect the amendment, leasesvariation, subleases cancellation or otherwise disposes termination of or agrees to dispose of or creates or agrees to create or permits to exist any Encumbrance over any material asset of a Target Entity (including any such asset required for the conduct of the Business or the operation of the Mine but excluding any residential property in the Blackwater region)Material Contract, other than in the ordinary course of business (and the ordinary course of business includes where an asset has reached its useful life, is being replaced or is part of a capital project); (4) in respect of the Tenements: (A) takes steps to surrender, cancel or transfer any Tenement (other than to the extent that the relevant part of the Tenement is required by the Mineral Resources Act 1989 (Qld) to be relinquished or surrendered); (B) assigns, transfers, Encumbers, declares itself a trustee of or otherwise deals with or disposes of a Tenement; or (C) fails to renew a Tenement or allows any to lapse; (5) enters into any joint venture, partnership, unincorporated association, alliance or similar arrangement with any person; (6) enters into any abnormal or unusual transaction which materially adversely affects the Business or a Target Entitycourse; (7) enters into, amends enter into or terminates renew any contract that has a contract term or commitment that a renewed term of more than 12 months under which the expected annual expenditure will result in aggregate receipts or expenditure be in excess of $30,000,000 in any calendar year, other than for any coal sale or marketing agreement, Material Contract, Replacement Coal Handling Agreement, Replacement Mining Services Contract, Enterprise Agreement or Plan of OperationsA$1,000,000; (8) enters into an agreement that contains an obligation on create or permit to exist any Encumbrance, other than a Target Entity that materially limits or purports to materially limit the ability Permitted Encumbrance, over any material assets of the Target Entity to compete in any line of business or in any geographic areaGroup Companies; (9) enters into sell, lease, license, transfer or otherwise dispose of any agreement with a Related Body Corporatereal property outside of the ordinary course of business; (10) amends terms of a material engagement of, or terminates the employment or encourages the resignation of, approve any employee of a Target Entity on total salary of over $300,000 per annum (excluding any summary dismissal or other dismissal for cause) or agrees to hire any employee, agent or contractor on total salary of over $300,000 per annum, or enters into, amends the terms of or terminates any agreement, arrangement or understanding capital expenditures which in respect of enterprise agreements related to employees of a Target Entity, other than for the Enterprise Agreementaggregate exceeds A$1,000,000; (11) sellsagree to, leasesor permit any failure to, subleases or otherwise disposes of or agrees to dispose of or creates or agrees to or permits to exist settle any Encumbrance over any real property debt other than a sale, lease, sublease or disposal of any residential property in the Blackwater regionaccordance with its terms; (12) enter into consent to any new bank facilities material regulatory condition or other financing agreementobligation attaching to the Tenements, except where the material regulatory condition or regulation is required by law; (13) enter into make any guarantee or indemnity on behalf material changes to the application for an Environmental Authority (EA) major amendment in respect of any person other than a Target Entity or provide security EPML00899613 for the obligations Eva Copper Project or finalising the conditions that will apply to the EA with the Department of any person other than a Target EntityEnvironment and Science without the consent of the Buyer, except as disclosed in the Disclosure Material not to be unreasonably conditioned, delayed or which will be released on or prior to Completionwithheld; (14) pays, authorises submit a proposed Progressive Rehabilitation and Closure Plan for the payment of or agrees or commits to pay any bonuses or other incentives to any employee, agent or contractor Eva Copper Project without the consent of the Business other than under an arrangement in place prior Buyer, not to the execution of this agreementbe unreasonably conditioned, delayed or withheld; (15) alters its constitutionconsent to any material regulatory condition or obligation attaching to the Authorisations, except where the material regulatory condition or regulation is required by law; (16) changes remove any accounting method, practice plant and equipment owned or principle used leased by it; orany Target Group Company; (17) amend transfer any Employee of the Existing XXX Intercompany Loan Agreement or Seller except the Existing XXX GSA or repay Excluded Employees; (18) engage any amount owing under the Existing XXX Intercompany Loan Agreement, except as contemplated by this agreementnew employee in any Target Group Company with total annual remuneration exceeding A$150,000, or authorise, or change the terms of employment of any Employee; (19) agree conditionally or otherwise to do, any of the things do anything referred to in the preceding provisions of this clause 5.1(b); (c) ensure that the Financial Assurances are maintained (and, if necessary, increased) in accordance with the Environmental Protection Xxx 0000 (Qld), Environmental Protection Regulation 2008 (Qld), Mineral Resources Xxx 0000 (Qld) and the Mineral and Energy Resources (Common Provisions) Xxx 0000 (Qld); and (d20) promptly notify make or change any election or choice in respect of any Tax that might reasonably be expected to impact the Buyer in Tax position of the event that a Target Entity becomes aware of a material breach of an agreement which is material to the operation or any of the Business or any claim, proceeding or investigation which is material to the operation of the Businessother Target Group Companies.

Carrying on of business. Subject to clause 5.2, clause 5.4, clause 5.5 and clause 5.6, between (a) Before Completion the date of this agreement Seller and the earlier of Completion and termination of State will ensure that, except as expressly contemplated by this agreement, the Seller must: Company carries on the Business (aincluding payment of its debts as and when they fall due) ensure that the business of the Target Entities is conducted materially in the ordinary and normal course so as to preserve the value of the assets, financial and substantially consistent with past practice including in relation to trading position of the manner in which coal stock inventory is managed (and having regard to their obligations under law, and practices generally undertaken and observed by open-cut coal mine operators in the Queensland coal industry);Business. (b) procure The Seller and the State must also ensure that no Target Entitybefore Completion unless the Buyer consents (or fails to object) in accordance with clause 12.2 or as otherwise contemplated by this agreement: (1) buys back the Company does not enter into any contractual commitment requiring the Company to pay more than $100,000 (or commitments with a particular person where the aggregate value of its sharesthose commitments is more than $100,000) or a commitment for a period more than 5 years from the Completion Date, except as otherwise disclosed in the Disclosures, commitments to Victorian Power Exchange made in the ordinary course of business and the Company's program of bushfire mitigation; (2) issues the Company does not issue any shares, options or securities that which are convertible into shares in that Target Entitythe Company; (3) sellsthe Company does not dispose of, leases, subleases or otherwise disposes of or agrees agree to dispose of or creates or agrees grant an option to create or permits to exist any Encumbrance over purchase, any material asset of a Target Entity the Company or the Business, or any interest in such asset except pursuant to the Asset Sale Agreement; (4) the Company does not engage any new employee with an annual remuneration package in excess of $100,000, (and, except in the ordinary course of business) terminate any of the Employees, change the terms of employment (including remuneration) of any such asset required for the conduct of the Business Employees, or pay or provide any bonus to any Employee; (5) the operation Company manages the working capital requirements and any liabilities of the Mine but excluding any residential property in the Blackwater region), other than Company in the ordinary course of business (with both the Seller and the Buyer having the right to have their respective representatives observe management in carrying out such activities); (6) the Company obtains the authorisation of the Buyer to any expenditure or payment in excess of $100,000; (7) the Company does not incur any indebtedness, except under the TCV Loan or with TCV in the ordinary course of business; (8) the Company does not declare or pay any dividend or make any distribution of profits or capital; (9) the Company does not mortgage, pledge or encumber any of its assets, except as a result of operation of law; (10) the Company does not, except in the ordinary course of business, dispose of, or agree to dispose of any assets; and (11) the Company does not acquire any assets outside the ordinary course of business includes where an asset has reached its useful life, is being replaced or is part of a capital project); (4) in respect of the Tenements: (A) takes steps to surrender, cancel or transfer acquire any Tenement (other than to the extent that the relevant part of the Tenement is required by the Mineral Resources Act 1989 (Qld) to be relinquished or surrendered); (B) assigns, transfers, Encumbers, declares itself a trustee of or otherwise deals with or disposes of a Tenement; or (C) fails to renew a Tenement or allows any to lapse; (5) enters into any joint venture, partnership, unincorporated association, alliance or similar arrangement with any person; (6) enters into any abnormal or unusual transaction which materially adversely affects the Business or a Target Entity; (7) enters into, amends or terminates a contract or commitment that will result in aggregate receipts or expenditure in excess of $30,000,000 in any calendar year, other than for any coal sale or marketing agreement, Material Contract, Replacement Coal Handling Agreement, Replacement Mining Services Contract, Enterprise Agreement or Plan of Operations; (8) enters into an agreement that contains an obligation on a Target Entity that materially limits or purports to materially limit the ability of the Target Entity to compete in any line of business or in any geographic area; (9) enters into any agreement with a Related Body Corporate; (10) amends terms of a material engagement of, or terminates the employment or encourages the resignation of, any employee of a Target Entity on total salary of over $300,000 per annum (excluding any summary dismissal or other dismissal for cause) or agrees to hire any employee, agent or contractor on total salary of over $300,000 per annum, or enters into, amends the terms of or terminates any agreement, arrangement or understanding in respect of enterprise agreements related to employees of a Target Entity, other than for the Enterprise Agreement; (11) sells, leases, subleases or otherwise disposes of or agrees to dispose of or creates or agrees to or permits to exist any Encumbrance over any real property other than a sale, lease, sublease or disposal of any residential property in the Blackwater region; (12) enter into any new bank facilities or other financing agreement; (13) enter into any guarantee or indemnity on behalf of any person other than a Target Entity or provide security for the obligations of any person other than a Target Entity, except as disclosed in the Disclosure Material or which will be released on or prior to Completion; (14) pays, authorises the payment of or agrees or commits to pay any bonuses or other incentives to any employee, agent or contractor of the Business other than under an arrangement in place prior to the execution of this agreement; (15) alters its constitution; (16) changes any accounting method, practice or principle used by it; or (17) amend the Existing XXX Intercompany Loan Agreement or the Existing XXX GSA or repay any amount owing under the Existing XXX Intercompany Loan Agreement, except as contemplated by this agreement, or authorise, or agree conditionally or otherwise to do, any of the things referred to in this clause 5.1(b); (c) ensure that the Financial Assurances are maintained (and, if necessary, increased) in accordance with the Environmental Protection Xxx 0000 (Qld), Environmental Protection Regulation 2008 (Qld), Mineral Resources Xxx 0000 (Qld) and the Mineral and Energy Resources (Common Provisions) Xxx 0000 (Qld); and (d) promptly notify the Buyer in the event that a Target Entity becomes aware of a material breach of an agreement which is material to the operation of the Business or any claim, proceeding or investigation which is material to the operation of the BusinessEquity Securities.