Common use of CONDUCT OF BUSINESS BEFORE COMPLETION Clause in Contracts

CONDUCT OF BUSINESS BEFORE COMPLETION. 13.1 The Seller shall procure that between the date of this agreement and Completion each member of the Group (and, in relation to the Businesses, each member of the Retained Group) will carry on its business in the normal course and in accordance with Part 1 of Schedule 11. 13.2 Parts 2 and 3 of Schedule 11 shall also apply in relation to the period between the date of this agreement and Completion. (A) Prior to Completion, the Seller will give the Purchaser and its representatives: (i) such information relating to the Group and the Businesses and their respective assets and liabilities; and (ii) such access to employees and advisers of the Group and the Retained Group in relation to the Group and the Businesses as, in each case, the Purchaser and/or its representatives reasonably request including for the purposes of enabling the preparation of statutory declarations and auditors' reports under sections 155 to 158 Companies Xxx 0000 or under any equivalent applicable legislation. Such information and access will be provided as promptly as is reasonably possible. Any information obtained by the Purchaser and its representatives pursuant to this clause 13.3 shall be treated as being subject to the Confidentiality Agreement dated 14th September, 2000 between the Seller and Kohlberg Kravis Xxxxxxx & Co., Ltd. (B) Without prejudice to clause 13.3(A) and as soon as reasonably practicable after signature of this agreement, the Seller will instruct the Purchaser's Accountants to prepare audited US GAAP financials as at and for the periods ended on 31st December, 1998 and 31st December, 1999 for the Group and the Businesses. The Seller will use reasonable endeavours to procure that the work is conducted with reasonable despatch. The Purchaser will be responsible for all the fees and costs of the Purchaser's Accountants in connection with such work and, on Completion, the Seller will take such reasonable steps as the Purchaser may request (at the Purchaser's expense) to transfer to the Purchaser the benefit of such work. 13.4 Without prejudice to the provisions of clause 8.7, the Seller shall procure that between the date of this agreement and Completion, where relevant, each member of the Group (and, in relation to the Businesses, each member of the Retained Group) provides such information and conducts such consultation with any works council, trade union or other employee representative body as required by law in all relevant jurisdictions. The Seller agrees to commence the consultation process in relation to France within three days of the date of this agreement.

CONDUCT OF BUSINESS BEFORE COMPLETION. 13.1 The Seller shall 10.1 Subject to sub-clause 10.3, GEC will procure that that, between the date time of this agreement Agreement and Completion each member of the Group (and, in relation to the BusinessesCompletion, each member of the Retained Group) Xxxxx Xxxxxx Group will carry on its business in the normal course and in accordance with Part 1 particular shall not do any of those matters set out in Schedule 119 without the prior consent of the Purchaser (not to be unreasonably withheld or delayed). 13.2 Parts 2 10.2 GEC agrees that it will not deliberately undertake any act, and 3 will procure that each member of Schedule 11 shall also apply the GEC Group and of the Xxxxx Xxxxxx Group does not deliberately undertake any act, which would be reasonably likely to result in relation to any of the period Warranties being breached between the date time of this agreement Agreement and Completion. 10.3 Notwithstanding anything to the contrary in sub-clause 10.1 above or Schedule 9, GEC shall be entitled to procure: (A) Prior to Completion, the Seller will give the Purchaser and its representatives: (i) such information relating to the Group and the Businesses and their respective assets and liabilities; and (ii) such access to employees and advisers that members of the Xxxxx Xxxxxx Group and repay any amounts in the Retained Group in relation nature of indebtedness (excluding any amounts owing to the Group and the Businesses as, in each case, the Purchaser and/or its representatives reasonably request including for the purposes of enabling the preparation of statutory declarations and auditors' reports under sections 155 to 158 Companies Xxx 0000 or under any equivalent applicable legislation. Such information and access will be provided as promptly as is reasonably possible. Any information obtained by the Purchaser and its representatives pursuant to this clause 13.3 trade creditors which shall be treated as being subject to dealt with in the Confidentiality Agreement dated 14th September, 2000 ordinary course) between the Seller time of this Agreement and Kohlberg Kravis Xxxxxxx & Co., Ltd.Completion; (B) Without prejudice to clause 13.3(A) and as soon as reasonably practicable after signature that members of this agreementthe Xxxxx Xxxxxx Group deal with their interests, or perform obligations in respect of their interests, in immovable properties or other assets (including, without limitation, the Seller will instruct shares of Berkel nv/sa, Xxx Xxxxxx Nederland BV and Berkel Produktie Rotterdam BV) consistently with the Purchaser's Accountants disclosures made in relation to prepare audited US GAAP financials any of the foregoing in the Disclosure Letter; and (C) that members of the Xxxxx Xxxxxx Group undertake those matters described in the document attached to the Disclosure Letter as at item EX/CEN2/9, EX/MB/XXX/00/7, EX/CEN2/16 and for EX/GA/UK/33/103 provided that members of the periods ended on 31st December, 1998 and 31st December, 1999 for Xxxxx Xxxxxx Group may only enter into the Group IT Services Agreement and the Businesses. The Seller will use reasonable endeavours to procure that Benelux Agreements once such documents are in the work is conducted with reasonable despatch. The Purchaser will be responsible for all the fees Agreed Form and costs of the Purchaser's Accountants in connection with such work and, on Completion, the Seller will take such reasonable steps as the Purchaser may request (covenants not unreasonably to withhold or delay its consent to the execution and substance of such documents after the date hereof and acknowledges that such documents are substantially in the Agreed Form at the Purchaser's expense) to transfer to the Purchaser the benefit of such workdate hereof. 13.4 Without prejudice to the provisions of clause 8.7, the Seller shall procure 10.4 GEC undertakes that between the date of this agreement and Completion, where relevant, each neither it nor any member of the GEC Group (and, in relation to the Businesses, each will instruct any member of the Retained Group) provides such information and conducts such consultation Xxxxx Xxxxxx Group to undertake any act or omission with any works councilthe intent to affect artificially the amount of trade creditors, trade union debtors or other employee representative body as required by law in all relevant jurisdictions. The Seller agrees to commence the consultation process in relation to France within three days stock of the date of this agreementXxxxx Xxxxxx Group which would otherwise be reflected in the Aggregated Completion Balance Sheet with a view to provoking an Adjustment.

CONDUCT OF BUSINESS BEFORE COMPLETION. 13.1 The Seller shall procure that 4.1 Subject to sub-clause 4.2, between the date of this agreement hereof and Completion each member (and for the benefit of Dogus as well as the Group (and, in relation to the Businesses, each member of the Retained Group) will carry on its business in the normal course and in accordance with Part 1 of Schedule 11. 13.2 Parts 2 and 3 of Schedule 11 shall also apply in relation to the period between the date of this agreement and Completion.Purchaser): (A) Prior the Seller shall not sell, transfer, Encumber or otherwise dispose of the Shares or any interest therein and shall not make or progress any preparations in respect of a public offering or private placement of such Shares; (B) neither the Seller nor any GE Group Member shall acquire, receive or subscribe for any further shares in the share capital of the Company (or enter into an option or agreement to Completiondo so); (C) the Seller shall not amend, supplement or replace the terms of the Dogus Shareholders’ Agreement, the Dogus Shareholders’ Agreement Side Letter or any agreements related thereto where it would or reasonably may delay or frustrate Completion or affect the rights of the Purchaser under this Agreement (other than where required by law or regulation); (D) the Seller shall comply with and enforce in all material respects the terms of Article II (Share Transfers), Section 3.01 (Public Listing), Section 3.08 (Commercial Protections) and Section 3.10 (Brand) of the Dogus Shareholders’ Agreement; (E) the Seller shall take all reasonable actions within its power and to the extent permitted by law (including by voting the Shares and, so far as lawful, procuring that its nominees on the board of directors of the Company support any vote held at board or executive committee level) to procure that the Company and/or Company Group Members do not undertake any material act or course of conduct which is outside the ordinary course of the Company’s or the Company Group’s business as determined by its past practice without the written consent of the Purchaser; (F) notwithstanding sub-clause 4.1(E), unless required by applicable law or regulation, the Seller will give may not approve or conduct any of the Purchaser and its representatives: actions listed in: (i) such information relating Sections 3.05(c) (i) (changes to the Group and the Businesses and their respective assets and liabilities; and share rights), (ii) such access to employees and advisers (change in board numbers), (iii) (change in board quorum), (v) (liquidation), (vii) (share acquisitions/disposals) (except for the disposal of the Group shares in Eureko Sigorta under an existing put arrangement and the Retained Group shares in relation to the Group and the Businesses asGaranti Emeklilik under an existing call arrangement, in each case, the Purchaser and/or its representatives reasonably request including for the purposes of enabling the preparation of statutory declarations and auditors' reports under sections 155 to 158 Companies Xxx 0000 or under any equivalent applicable legislation. Such information and access will be provided as promptly as is reasonably possible. Any information obtained by the Purchaser and its representatives pursuant to this clause 13.3 shall be treated as both cases such disposals being subject to the Confidentiality same or substantially similar terms and conditions as already agreed upon), (ix) (related party), (xi) (constitutional amendments), (xii) (treasury/accounting policy changes), (xiii) (incur indebtedness), (xiv) (guarantees), (xv) (share issues), (xvi) (asset acquisitions/disposals), (xvii) (non-ordinary transactions), (xviii) (lending policies) (unless such adoption or amendment of policies is consistent with past practice in the ordinary course of the Company’s lending activities) or (xix) (mergers/joint ventures) of the Dogus Shareholders’ Agreement dated 14th September, 2000 between without the Seller and Kohlberg Kravis Xxxxxxx & Co., Ltd. (B) Without prejudice to clause 13.3(A) and as soon as reasonably practicable after signature of this agreement, the Seller will instruct the Purchaser's Accountants to prepare audited US GAAP financials as at and for the periods ended on 31st December, 1998 and 31st December, 1999 for the Group and the Businesses. The Seller will use reasonable endeavours to procure that the work is conducted with reasonable despatch. The Purchaser will be responsible for all the fees and costs written consent of the Purchaser's Accountants in connection with such work ; or (ii) Section 3.09 of the Dogus Shareholders’ Agreement; and, on Completion, the Seller will take such reasonable steps as the Purchaser may request (at the Purchaser's expenseG) to transfer to the Purchaser the benefit of such work. 13.4 Without prejudice to the provisions of clause 8.7, the Seller shall procure that between the date of this agreement and Completionnot enter into any arrangement or agreement, where relevantconditionally or otherwise, each member to do any of the Group (and, in relation to the Businesses, each member of the Retained Group) provides such information and conducts such consultation with any works council, trade union or other employee representative body as required by law in all relevant jurisdictions. The Seller agrees to commence the consultation process in relation to France within three days of the date of this agreementforegoing.

CONDUCT OF BUSINESS BEFORE COMPLETION. 13.1 The Seller shall procure that between 4.1 Pending Completion, the date of this agreement Vendors shall: 4.1.1 cause the Company and Completion each member of the Group (and, in relation Subsidiaries to the Businesses, each member of the Retained Group) will continue to carry on its business their businesses in the normal course and in accordance with Part 1 substantially the same manner as such businesses have been carried on before the date of Schedule 11.this Agreement; 13.2 Parts 2 4.1.2 procure that the Company and 3 each of Schedule 11 the Subsidiaries shall also apply take all reasonable steps to preserve and protect their businesses and assets and notify the Purchaser in writing promptly of any adverse change in such businesses or assets; 4.1.3 procure that the Purchaser and its advisers are given promptly on request access to such facilities and information regarding the businesses, assets, liabilities, contracts and affairs of the Company and any of the Subsidiaries as the Purchaser may reasonably require; 4.1.4 procure that unless the Purchaser shall have consented thereto (which the Purchaser shall be deemed to have duly done if Mr Rigel Mowatt, on behalf of the Purchaser, has xxxxx xxx/xxx xonsent either by fax, email or other written notice) neither the Company nor any of the Subsidiaries shall, save in relation to the Permitted Transactions: (A) create, extend, grant or issue, or agree to create, grant or issue any mortgage, charge, debenture or other security (other than liens arising in the ordinary course of business); or (B) create or issue or agree to create or issue any share or loan capital, or give or agree to give any option in respect of any share or loan capital; or (C) pass or agree to pass any resolution by its members in general meeting or make or agree to make any alteration to its Memorandum or Articles of Association; or (D) pay or agree to pay its creditors otherwise than in the ordinary course or change or agree to change its policy in relation to the payment of creditors; or (E) enter into or agree to enter into any contract or commitment which is outside the ordinary course of such company's business; or (F) sell or transfer or agree to sell or transfer any of its assets or acquire or agree to acquire any shares or assets, in each case except in the ordinary course of business, or cancel, release or assign or agree to cancel, release or assign any indebtedness owed to it or any claims held by such company except in the ordinary course of business; or (G) make or agree to make any material change to the terms of employment of its employees or the benefits given to any such employees or in any working practices or collective agreements relating to such practices; (H) declare or pay or agree to declare or pay any dividend or other distribution; (I) give or agree to give any guarantee or indemnity outside the ordinary course of business; (J) lend or advance or agree to lend or advance any money or make or grant or agree to make or grant any loans or accept any financial facility or agree to accept any financial facility, in each case outside the ordinary course of business, and in each case excluding any money lent or advanced or any loan made or granted as Inter-Group Indebtedness or Borrowed Money Indebtedness; (K) dispose of or agree to dispose of any fixed assets where the aggregate value of such disposals during the period between from the date of this agreement Agreement up to and Completionincluding Completion exceeds (pound)100,000. (A) Prior to Completion, the Seller will give the Purchaser and its representatives: (i) such information relating to the Group and the Businesses and their respective assets and liabilities; and (ii) such access to employees and advisers of the Group and the Retained Group in relation to the Group and the Businesses as, in each case, the Purchaser and/or its representatives reasonably request including for the purposes of enabling the preparation of statutory declarations and auditors' reports under sections 155 to 158 Companies Xxx 0000 or under any equivalent applicable legislation. Such information and access will be provided as promptly as is reasonably possible. Any information obtained by the Purchaser and its representatives pursuant to this clause 13.3 shall be treated as being subject to the Confidentiality Agreement dated 14th September, 2000 between the Seller and Kohlberg Kravis Xxxxxxx & Co., Ltd. (B) Without prejudice to clause 13.3(A) and as soon as reasonably practicable after signature of this agreement, the Seller will instruct the Purchaser's Accountants to prepare audited US GAAP financials as at and for the periods ended on 31st December, 1998 and 31st December, 1999 for the Group and the Businesses. The Seller will use reasonable endeavours to procure that the work is conducted with reasonable despatch. The Purchaser will be responsible for all the fees and costs of the Purchaser's Accountants in connection with such work and, on Completion, the Seller will take such reasonable steps as the Purchaser may request (at the Purchaser's expense) to transfer to the Purchaser the benefit of such work. 13.4 Without prejudice to the provisions of clause 8.7, the Seller shall procure that between the date of this agreement and Completion, where relevant, each member of the Group (and, in relation to the Businesses, each member of the Retained Group) provides such information and conducts such consultation with any works council, trade union or other employee representative body as required by law in all relevant jurisdictions. The Seller agrees to commence the consultation process in relation to France within three days of the date of this agreement.

CONDUCT OF BUSINESS BEFORE COMPLETION. 13.1 The Seller shall procure that 4.1 Subject to sub-clause 4.2, between the date of this agreement hereof and Completion each member (and for the benefit of GECC and Arastirma as well as the Group (and, in relation to the Businesses, each member of the Retained Group) will carry on its business in the normal course and in accordance with Part 1 of Schedule 11. 13.2 Parts 2 and 3 of Schedule 11 shall also apply in relation to the period between the date of this agreement and Completion.Purchaser): (A) Prior the Seller shall not sell, transfer, Encumber or otherwise dispose of the Shares or any interest therein and shall not make or progress any preparations in respect of a public offering or private placement of such Shares; (B) neither the Seller nor any Dogus Group Member shall acquire, receive or subscribe for any further shares in the share capital of the Company (or enter into an option or agreement to Completiondo so); (C) the Seller shall not amend, supplement or replace the terms of the Dogus Shareholders’ Agreement, the Dogus Shareholders’ Agreement Side Letter or any agreements related thereto where it would or reasonably may delay or frustrate Completion or affect the rights of the Purchaser under this Agreement (other than where required by law or regulation); (D) the Seller shall comply with and enforce in all material respects the terms of Article II (Share Transfers), Section 3.01 (Public Listing), Section 3.08 (Commercial Protections) and Section 3.10 (Brand) of the Dogus Shareholders’ Agreement; (E) the Seller shall take all reasonable actions within its power and to the extent permitted by law (including by voting the Shares and, so far as lawful, procuring that its nominees on the board of directors of the Company support any vote held at board or executive committee level) to procure that the Company and/or Company Group Members do not undertake any material act or course of conduct which is outside the ordinary course of the Company’s or the Company Group’s business as determined by its past practice without the written consent of the Purchaser; (F) notwithstanding sub-clause 4.1(E), unless required by applicable law or regulation, the Seller will give may not approve or conduct any of the Purchaser and its representatives: actions listed in: (i) such information relating Sections 3.05(c) (i) (changes to the Group and the Businesses and their respective assets and liabilities; and share rights), (ii) such access to employees and advisers (change in board numbers), (iii) (change in board quorum), (v) (liquidation), (vii) (share acquisitions/disposals) (except for the disposal of the Group shares in Eureko Sigorta under an existing put arrangement and the Retained Group shares in relation to the Group and the Businesses asGaranti Emeklilik under an existing call arrangement, in each case, the Purchaser and/or its representatives reasonably request including for the purposes of enabling the preparation of statutory declarations and auditors' reports under sections 155 to 158 Companies Xxx 0000 or under any equivalent applicable legislation. Such information and access will be provided as promptly as is reasonably possible. Any information obtained by the Purchaser and its representatives pursuant to this clause 13.3 shall be treated as both cases such disposals being subject to the Confidentiality same or substantially similar terms and conditions as already agreed upon), (ix) (related party), (xi) (constitutional amendments), (xii) (treasury/accounting policy changes), (xiii) (incur indebtedness), (xiv) (guarantees), (xv) (share issues), (xvi) (asset acquisitions/disposals), (xvii) (non-ordinary transactions), (xviii) (lending policies) (unless such adoption or amendment of policies is consistent with past practice in the ordinary course of the Company’s lending activities) or (xix) (mergers/joint ventures) of the Dogus Shareholders’ Agreement dated 14th September, 2000 between without the Seller and Kohlberg Kravis Xxxxxxx & Co., Ltd. (B) Without prejudice to clause 13.3(A) and as soon as reasonably practicable after signature of this agreement, the Seller will instruct the Purchaser's Accountants to prepare audited US GAAP financials as at and for the periods ended on 31st December, 1998 and 31st December, 1999 for the Group and the Businesses. The Seller will use reasonable endeavours to procure that the work is conducted with reasonable despatch. The Purchaser will be responsible for all the fees and costs written consent of the Purchaser's Accountants in connection with such work ; or (ii) Section 3.09 of the Dogus Shareholders’ Agreement; and, on Completion, the Seller will take such reasonable steps as the Purchaser may request (at the Purchaser's expenseG) to transfer to the Purchaser the benefit of such work. 13.4 Without prejudice to the provisions of clause 8.7, the Seller shall procure that between the date of this agreement and Completionnot enter into any arrangement or agreement, where relevantconditionally or otherwise, each member to do any of the Group (and, in relation to the Businesses, each member of the Retained Group) provides such information and conducts such consultation with any works council, trade union or other employee representative body as required by law in all relevant jurisdictions. The Seller agrees to commence the consultation process in relation to France within three days of the date of this agreementforegoing.