Common use of CONDUCT OF BUSINESS PRIOR TO COMPLETION Clause in Contracts

CONDUCT OF BUSINESS PRIOR TO COMPLETION. 9.1 Pending the Transfer Date, ownership of the Assets shall be retained by and risk in the Assets shall remain with the Seller. 9.2 Subject to the provisions of clause 9.3, the Seller shall continue to carry on the Business for its own benefit and at its own risk up to the Transfer Date. 9.3 Save in circumstances where in the Seller's reasonable opinion a failure to take or make the relevant act or omission may prejudice the interests of any company in the Seller's group, the Seller undertakes to the Buyer that pending the Completion Date unless it has obtained the prior written consent of the Buyer to the contrary (such consent not to be unreasonably withheld or delayed): 9.3.1 the Business will in all material respects continue to be carried on in the same manner as it is presently carried on as regards the nature, scope and manner of conducting it and so as to maintain it as a going concern; 9.3.2 it will not enter into a long term contract (being a contract which cannot be terminated by the Seller on less than 3 months notice) or a contract with an aggregate contract value of more than £25,000 in relation to the Business (provided that where details of any such contract are contained in the Disclosure Letter the Buyer shall be deemed to have given its prior written consent to such contract being entered into); 9.3.3 it will not engage any person as an employee of the Business other than the Employees; 9.3.4 it will not create, issue or grant or agree to create, issue or grant any Security Interest over any of the Assets unless, the Assets will be released from such Security Interest on or prior to the Completion; 9.3.5 there shall be no merger or amalgamation of the Business with any other company or business; 9.3.6 it shall not (and shall procure that no member of the Seller’s Group) directly or indirectly acquire any business which is competitive with any business carried on by the Business; 9.3.7 no scheme of arrangement will be entered into in relation to the Seller; 9.3.8 there shall be no change to the corporate and/or trading names currently used by the Seller; 9.3.9 no resolution for the cessation of business or the winding-up of the Seller shall be proposed, made or take place except in the event of the insolvency of the Seller; 9.3.10 the Seller will not directly request or procure the appointment of a receiver or an administrative receiver of the whole or any part of the Assets; 9.3.11 it will not commence any legal or arbitration proceedings (other than routine debt collection) in relation to the Business; 9.4 Pending Completion or earlier termination of the Agreement pursuant to this Agreement, the Buyer and the Seller will use reasonable endeavours to resolve constructively any issues that arise in relation to the Business so as to achieve an orderly transfer under this Agreement. 9.5 Pending Completion the Seller will, on the Buyer’s reasonable request, give to the Buyer or its professional advisers such facilities and information (including access to Employees) regarding the Business and Assets as it may reasonably request. 9.6 Pending Completion the Seller will have Rxxxxx Xxxx telephone Bxxxx Xxxxxxx of the Buyer on a weekly basis to give him a business update in relation to the Business. 9.7 Pending Completion the Seller will provide the Buyer with monthly management accounts (in a form consistent with the Management Accounts) relating to the Business.

CONDUCT OF BUSINESS PRIOR TO COMPLETION. 9.1 Pending the Transfer Date, ownership of the Assets shall be retained by and risk in the Assets shall remain 5A.1. The Issuer hereby undertakes with the Seller.Subscriber that from the execution of this Agreement by the Parties until Completion, it shall: 9.2 Subject to (a) procure that the provisions of clause 9.3, the Seller shall continue to Group will carry on its business in a manner consistent with its existing practice: (b) procure that the Business for its own benefit and at its own risk up to the Transfer Date. 9.3 Save in circumstances where in the Seller's reasonable opinion a failure to take or make the relevant act or omission may prejudice the interests of any company in the Seller's group, the Seller undertakes to the Buyer that pending the Completion Date unless it has obtained Group will not without first obtaining the prior written consent of the Buyer to the contrary Subscriber (such which consent shall not to be unreasonably withheld or delayed):) enter into any contract or commitment of an unusual or onerous nature other than in the normal and ordinary course of business; and 9.3.1 (c) keep the Business will in Subscriber reasonably informed of all material respects continue matters relating to be carried on the Group, its business, assets and prospects. 5A.2. Without prejudice and notwithstanding Clause 5A.1., the Issuer undertakes in favour of the Subscriber that except required or contemplated by this Agreement or in connection with Capital Reorganisation or the Proposed Restructuring or in the same manner as normal and ordinary course of business of the Group, it is presently carried on as regards shall from the nature, scope and manner execution of conducting it and so as to maintain it as a going concern; 9.3.2 it will not enter into a long term contract (being a contract which cannot be terminated this Agreement by the Seller on less than 3 months notice) or a contract with an aggregate contract value of more than £25,000 in relation Parties until Completion, take all steps reasonably necessary to ensure that the Business (provided that where details of any such contract are contained in the Disclosure Letter the Buyer Group shall be deemed to have given its prior written consent to such contract being entered into); 9.3.3 it will not engage any person as an employee of the Business other than the Employees; 9.3.4 it will not create, issue or grant or agree to create, issue or grant any Security Interest over carry out any of the Assets unlessfollowing actions and no resolution of the directors or members of any Group Company shall be passed to carry out the same unless the written consent of the Subscriber (which consent shall not be unreasonably withheld or delayed) is obtained: (a) the creation or issue of any Shares or the grant of any options over any Shares or the issue of any warrant, debentures, securities or other obligations convertible into shares in the Issuer or enter into any agreement to do any of the same; (b) the capitalisation, repayment or other form of distribution of any amount standing to the credit of any reserve of the Issuer or the redemption or purchase of any Shares or any other reorganisation of share capital; (c) the voluntary winding-up or liquidation of any Group Company; (d) the alteration of the rights attaching to any of the Shares; (e) the alteration of the Bye-laws and the passing of any resolutions inconsistent with the provisions of this Agreement; (f) the acquisition or disposal of any property or other asset by the Group; (g) the acquisition or formation by the Group or the acquisition of any share in any other company or the participation by the Group in any partnership or joint venture; (h) the entering into of any material contract in excess of HK$500,000 other than in its ordinary course of business; (i) the lending of any moneys (otherwise than by way of deposit with a bank or other institution the normal business of which includes the acceptance of deposit), the Assets will be released from such Security Interest on granting of any credit or prior to the Completiongiving of any guarantee or indemnity, save for those within the Group; 9.3.5 there shall be no (j) the amalgamation or merger or amalgamation of the Business any Group Company with any other company or businessconcern; 9.3.6 it shall not (k) the declaration by the Issuer of any dividend or other distribution; (l) the making of any capital commitment by any Group Company; (m) the borrowing of any moneys from banks, financial institutions and shall procure that no member any other third parties by any Group Company; (n) the employment or engagement of any new staff, consultants or personnel with an aggregate remuneration exceeding HK$500,000 per annum; (o) doing, allowing and procuring any act or omission on or before Completion which will constitute a material breach of any of the SellerIssuer’s GroupWarranties; or (p) directly or indirectly acquire any business doing anything which is competitive with likely to materially jeopardise or diminish the value of any business carried on by assets of the Business; 9.3.7 no scheme of arrangement will be entered into in relation Group which is significant to the Seller; 9.3.8 there shall be no change Group as a whole to the corporate and/or trading names currently used by the Seller; 9.3.9 no resolution for the cessation of business or the winding-up of the Seller shall be proposed, made or take place except in the event of the insolvency of the Seller; 9.3.10 the Seller will not directly request or procure the appointment of a receiver or an administrative receiver of the whole or any part of the Assets; 9.3.11 it will not commence any legal or arbitration proceedings (other than routine debt collection) in relation to the Business; 9.4 Pending Completion or earlier termination of the Agreement pursuant to this Agreement, the Buyer and the Seller will use reasonable endeavours to resolve constructively any issues that arise in relation to the Business so as to achieve an orderly transfer under this Agreementmaterial extent. 9.5 Pending Completion the Seller will, on the Buyer’s reasonable request, give to the Buyer or its professional advisers such facilities and information (including access to Employees) regarding the Business and Assets as it may reasonably request. 9.6 Pending Completion the Seller will have Rxxxxx Xxxx telephone Bxxxx Xxxxxxx of the Buyer on a weekly basis to give him a business update in relation to the Business. 9.7 Pending Completion the Seller will provide the Buyer with monthly management accounts (in a form consistent with the Management Accounts) relating to the Business.

CONDUCT OF BUSINESS PRIOR TO COMPLETION. 9.1 Pending (a) In addition and without prejudice to Section 6.17, during the Interim Period, (and if, and only to the extent that, any Transferred Assets and any element of the Merchant Acquiring Business will not be transferred to the Joint Venture until the Transfer Date, ownership of the Assets shall be retained by and risk Date or a later date in the Assets shall remain accordance with the Seller. 9.2 Subject to the provisions of clause 9.3the Hive Down Agreement, the Seller shall continue to carry on the Business for its own benefit and at its own risk up to the Transfer DateDate or if later until such later time), the Bank shall conduct the Merchant Acquiring Business in the Ordinary Course except as required to give effect to the transactions contemplated hereby or by the Operative Documents. 9.3 Save in circumstances where in (b) Without limiting the Seller's reasonable opinion a failure to take or make the relevant act or omission may prejudice the interests generality of any company in the Seller's groupSection 9.1(a), the Seller undertakes to Bank covenants that except (1) as otherwise contemplated by this Agreement or by the Buyer that pending the Completion Date unless it has obtained other Operative Documents, (2) as disclosed in Schedule 9.1(b), or (3) with the prior written consent of the Buyer Purchaser, from and after the date of this Agreement and until the Completion Date (and if, and only to the contrary (such consent not to be unreasonably withheld or delayed): 9.3.1 extent that, any Transferred Assets and any element of the Merchant Acquiring Business will not be transferred to the Joint Venture until the Transfer Date or a later date in accordance with the provisions of the Hive Down Agreement, to the Transfer Date in respect of any Transferred Assets and elements of the Merchant Acquiring business so affected or if later, until such later time), or earlier termination of this Agreement in accordance with the provisions of Article 11, the Bank shall with respect to the Merchant Acquiring Business: (i) preserve intact the current business organization of the Merchant Acquiring Business, use reasonable endeavours to keep available the services of the Transferred Employees (save to the extent that the Transferred Employees voluntarily opt out of the transfer) and all material respects continue other employees who provide services to be carried on the Merchant Acquiring Business, including but not limited to the IT Employees and the Key GSC Employees and use reasonable endeavours to maintain good relations with, and the goodwill of, suppliers, Merchants, customers, landlords, creditors, distributors and all other Persons having significant business relationships with the Bank in connection with the Merchant Acquiring Business; (ii) notify the Purchaser of any change in the same manner as it normal course of business or operations of the Merchant Acquiring Business and of any governmental, regulatory or other complaints, investigations or hearings of which the Bank is presently carried on as regards notified or aware, or the natureinstitution or settlement of litigation, scope arbitration or other proceedings, in each case, involving the Merchant Acquiring Business that exceeds £20,000, and manner keep the Purchaser reasonably informed of conducting it and so as to maintain it as a going concernsuch events; 9.3.2 it will (iii) retain legal and beneficial ownership, possession and control of the Transferred Assets and preserve the confidentiality of any confidential or proprietary information of or relating to the Merchant Acquiring Business unless any disclosure is required by any applicable Laws, Association Rules, Clearing System Rules, Rules of any Stock Exchange or any Governmental Entity; (iv) not enter into a long term contract any transaction other than on arms’ length terms and for full and proper consideration; (being a contract which canv) not be terminated by the Seller on less than 3 months notice) or a contract with an aggregate contract value of more than £25,000 incur in relation to the Merchant Acquiring Business any capital expenditure in excess of £20,000. (provided that where details vi) not take for the purpose of financing the Merchant Acquiring Business any loans, borrowings or other form of funding or financial facility or assistance, or enter into any foreign exchange contracts, interest rate swaps, collars, guarantees or agreements or other interest rate instruments or any contracts or arrangements relating to derivatives or differences, or in respect of which the financial outcome is to any extent dependent upon future movements of an index or rate of currency exchange or interest, or in the future price of any such contract are contained in the Disclosure Letter the Buyer shall be deemed to have given its prior written consent to such contract being entered into)securities or commodities; 9.3.3 it will (vii) not engage create or allow to subsist any person as an employee of the Business other than the Employees; 9.3.4 it will not create, issue or grant or agree to create, issue or grant any Security Interest Encumbrance over any of the Transferred Assets unless, or over the Assets will be released from such Security Interest on or prior to the CompletionMembership Units; 9.3.5 there shall be no merger (viii) not enter into any joint venture, partnership or amalgamation agreement or arrangement for the sharing of the Business with any other company profits or business; 9.3.6 it shall not (and shall procure that no member of the Seller’s Group) directly or indirectly acquire any business which is competitive with any business carried on by the Business; 9.3.7 no scheme of arrangement will be entered into assets in relation to the SellerMerchant Acquiring Business; 9.3.8 there shall be no change (ix) not enter into any death, retirement, profit sharing, bonus, share option, share incentive or other scheme for the benefit of any of the employees of the Merchant Acquiring Business or make any variation (including but without limitation, any increase in the rates of contribution) to any existing scheme or effect any keyman insurance; (x) save to the corporate and/or trading names currently used by the Seller; 9.3.9 no resolution for the cessation of business or the windingextent that any Transferred Employee voluntarily opts-up out of the Seller shall be proposedtransfer, made or take place except in not terminate the event employment of any of the insolvency employees of the Seller; 9.3.10 Merchant Acquiring Business (including but not limited to the Seller will not directly Transferred Employees), except as contemplated under the Operative Documents or as a result of poor performance or misconduct, or, save at the request or procure the appointment of a receiver or an administrative receiver of the whole Purchaser, employ or any part of the Assets; 9.3.11 it will not commence any legal or arbitration proceedings (other than routine debt collection) engage in relation to the BusinessMerchant Acquiring Business any new employees or directors or alter the terms of employment of any directors or employees of the Merchant Acquiring Business (including but not limited to the Transferred Employees); 9.4 Pending Completion or earlier termination of the Agreement pursuant to this Agreement, the Buyer (xi) make all required Governmental Entity filings and the Seller will use reasonable endeavours to resolve constructively any issues that arise notifications on time and in relation to the Business so as to achieve an orderly transfer under this Agreementfull. 9.5 Pending Completion the Seller will, on the Buyer’s reasonable request, give to the Buyer or its professional advisers such facilities and information (including access to Employees) regarding the Business and Assets as it may reasonably request. 9.6 Pending Completion the Seller will have Rxxxxx Xxxx telephone Bxxxx Xxxxxxx of the Buyer on a weekly basis to give him a business update in relation to the Business. 9.7 Pending Completion the Seller will provide the Buyer with monthly management accounts (in a form consistent with the Management Accounts) relating to the Business.

CONDUCT OF BUSINESS PRIOR TO COMPLETION. 9.1 Pending Prior to Completion, the Transfer Date, ownership Sellers shall conduct the business and affairs of the Assets shall be retained by and risk Business in the ordinary course and consistent with its prior practice and shall maintain, keep and preserve the Assets shall remain and all other assets and properties of the Business in good condition and repair and maintain insurance thereon in accordance with present practices, and the Sellers will use the Seller.’s best efforts to: 9.2 Subject 8.1.1 keep the business and organization of the Business intact; 8.1.2 keep available to the provisions Purchaser the services of clause 9.3the Business’ present officers, employees, agents and independent contractors; 8.1.3 preserve for the benefit of the Purchaser the goodwill of the Business’s suppliers, customers, landlords and others having business relations with it; and 8.1.4 keep full and complete books of accounts and other records of the Business and of each of the Sellers. Without limiting the generality of the foregoing, prior to Completion, the Seller Sellers shall continue to carry on not, without the Business for its own benefit and at its own risk up to the Transfer Date. 9.3 Save in circumstances where in the Seller's reasonable opinion a failure to take or make the relevant act or omission may prejudice the interests of any company in the Seller's group, the Seller undertakes to the Buyer that pending the Completion Date unless it has obtained the Purchaser’s prior written consent of the Buyer to the contrary approval (such consent approval not to be unreasonably withheld or delayedwithheld): 9.3.1 the Business will in all material respects continue 8.1.4.1 change or cause to be carried on in the same manner as it is presently carried on as regards the naturechanged its business license or Articles of Association, scope and manner of conducting it and or merge or consolidate or obligate itself to do so as to maintain it as a going concernwith or into any other entity; 9.3.2 it will not enter into a long term contract (being a contract which cannot be terminated by the Seller on less than 3 months notice) 8.1.4.2 perform, take any action or a contract with an aggregate contract value of more than £25,000 in relation incur or permit to the Business (provided that where details of any such contract are contained in the Disclosure Letter the Buyer shall be deemed to have given its prior written consent to such contract being entered into); 9.3.3 it will not engage any person as an employee of the Business other than the Employees; 9.3.4 it will not create, issue or grant or agree to create, issue or grant any Security Interest over exist any of the Assets unlessacts, transactions, events or occurrences of the Assets will type (1) described in paragraph (6) of part 2 of Schedule 6 of this Agreement which would be released from such Security Interest on inconsistent with the Warranties or prior to the Completion(2) described in paragraph (3) of part 1 or paragraph (2) of part 2 of Schedule 6; 9.3.5 there shall be no merger 8.1.4.3 amend or amalgamation alter the existing purchasing, pricing or selling policy of the Business with any other company or business; 9.3.6 it shall not (and shall procure that no member of the Seller’s Group) directly or indirectly acquire any business which is competitive with any business carried on by the Business; 9.3.7 no scheme of arrangement will be entered into 8.1.4.4 institute changes in relation to the Seller; 9.3.8 there shall be no change to the corporate and/or trading names currently used by the Seller; 9.3.9 no resolution for the cessation of business or the winding-up of the Seller shall be proposed, made or take place except in the event of the insolvency of the Seller; 9.3.10 the Seller will not directly request or procure the appointment management policy of a receiver or an administrative receiver of the whole or any part of the Assets; 9.3.11 it will not commence any legal or arbitration proceedings (other than routine debt collection) significant nature in relation to the Business; 9.4 Pending Completion or earlier termination 8.1.4.5 terminate the employment of any of the Agreement pursuant Transferred Employees of the Sellers or alter any existing term of their employment or engage more employees who are used in connection with the Business; 8.1.4.6 do or suffer to this Agreement, be done any act or thing which may immediately or in the Buyer future adversely affect the goodwill of the Business; or 8.1.4.7 fail to keep in force its existing insurance policies as disclosed to the Purchaser in respect of the Business and the Seller will use reasonable endeavours to resolve constructively any issues that arise Assets, and shall consult the Purchaser before taking action in relation to any matters of importance in connection with the Business so as to achieve an orderly transfer under this Agreementor the Assets. 9.5 Pending Completion the Seller will, on the Buyer’s reasonable request, give to the Buyer or its professional advisers such facilities and information (including access to Employees) regarding the Business and Assets as it may reasonably request. 9.6 Pending Completion the Seller will have Rxxxxx Xxxx telephone Bxxxx Xxxxxxx of the Buyer on a weekly basis to give him a business update in relation to the Business. 9.7 Pending Completion the Seller will provide the Buyer with monthly management accounts (in a form consistent with the Management Accounts) relating to the Business.

CONDUCT OF BUSINESS PRIOR TO COMPLETION. 9.1 Pending Without in any way limiting any Liabilities of Seller, during the Transfer Dateperiod from the Signing Date to the applicable Completion Date (or, ownership of if later, the Assets shall be retained by and risk date on which title to a Mineral Claim is registered in the Assets shall remain with the Seller.name of Buyer): 9.2 Subject to the provisions of clause 9.3, the (a) Seller shall continue maintain each Purchased Asset in accordance with Applicable Laws, Permits, and Regulatory Approvals, and shall comply, on a timely basis, with all obligations thereunder; (b) Seller shall comply, on a timely basis, with all material obligations under Applicable Laws to carry maintain each Mineral Claim, Permit, Regulatory Approval, and Land Title in good standing; (c) Seller shall comply, on a timely basis, with all material obligations under each Contract relating to a Purchased Asset; (d) Seller shall not amend its Constating Documents in any manner that could negatively affect a Purchased Asset, or that could negatively affect its ability to consummate the Business for its own benefit transactions under the terms of this Agreement and at its own risk up each other Transaction Document; (e) Seller shall not modify, amend, waive, assign, release or terminate any Contract relating to a Purchased Asset, except only to release Encumbrances that encumber the Transfer Date.Purchased Asset; 9.3 Save in circumstances where in the Seller's reasonable opinion a failure to take (f) Seller shall not lease, license, mortgage, pledge, Encumber or make the relevant act permit any Encumbrance upon any Purchased Asset, or omission may prejudice the interests transfer, sell or dispose of any company in the Seller's group, the Purchased Asset; (g) Seller undertakes to the Buyer shall not take any action that pending the Completion Date unless it has obtained the prior written consent of the Buyer to the contrary (such consent not would cause a Purchased Asset to be unreasonably withheld not maintained in its current condition (or delayed): 9.3.1 the Business will better) in all material respects continue respects, and shall take any action that is necessary or desirable to cause the Purchased Asset to be carried on maintained in its current condition (or better) in all material respects; (h) Seller shall take or cause to be taken all necessary action, steps, and proceedings, and perform all filings, with any Governmental Authority, that are required or necessary to: (i) transfer all right, title, and interest in and to the Purchased Assets to Buyer, including executing the Mining Assignment Documents and duly lodging them with the Mining Authority, to the extent there are Environmental Permits that require assignment, executing any Environmental Assignment Documents and duly filing them with the Environmental Authority, executing the documents and gathering the information required for the SIC Approval and duly submitting them for the SIC Approval, and (ii) cause the Purchased Assets to be registered and recorded in favour and in the same manner name of Buyer (or its nominee) as it is presently carried on as regards required under Applicable Law and the nature, scope and manner terms of conducting it and so as to maintain it as a going concern; 9.3.2 it will not enter into a long term contract (being a contract which cannot be terminated by the Seller on less than 3 months notice) or a contract with an aggregate contract value of more than £25,000 in relation to the Business (provided that where details of any such contract are contained in the Disclosure Letter the Buyer shall be deemed to have given its prior written consent to such contract being entered into); 9.3.3 it will not engage any person as an employee of the Business other than the Employees; 9.3.4 it will not create, issue or grant or agree to create, issue or grant any Security Interest over any of the Assets unless, the Assets will be released from such Security Interest on or prior to the Completion; 9.3.5 there shall be no merger or amalgamation of the Business with any other company or business; 9.3.6 it shall not (and shall procure that no member of the Seller’s Group) directly or indirectly acquire any business which is competitive with any business carried on by the Business; 9.3.7 no scheme of arrangement will be entered into in relation to the Seller; 9.3.8 there shall be no change to the corporate and/or trading names currently used by the Seller; 9.3.9 no resolution for the cessation of business or the winding-up of the Seller shall be proposed, made or take place except in the event of the insolvency of the Seller; 9.3.10 the Seller will not directly request or procure the appointment of a receiver or an administrative receiver of the whole or any part of the Assets; 9.3.11 it will not commence any legal or arbitration proceedings (other than routine debt collection) in relation to the Business; 9.4 Pending Completion or earlier termination of the Agreement pursuant to this Agreement, including the registration of the Mining Authority Approval in the NMR and the registration of the Land Titles in the Land Titles Office, both to the satisfaction of Xxxxx, acting reasonably; (i) Seller shall take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the transfer of all right, title, and interest in and to the Purchased Assets to Buyer and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and to cause all necessary meetings of directors and shareholders of Seller will to be held for such purpose; and (j) Seller shall use commercially reasonable endeavours efforts to resolve constructively any issues maintain relations consistent with past practice with the community that arise in relation is local and proximate to the Business so Purchased Assets, provided that: (A) for the purposes of paragraphs (a), (b), (c), (e), (f) and (g) of this Section 5.5, Seller may discharge its obligations in respect of a Mineral Claim after Completion of a Purchased Asset Class that includes the Mineral Claim by employing commercially reasonable efforts to meet the obligations set forth thereunder; and (B) in addition to (and not in substitution for) the obligations undertaken by Seller in this Section 5.5 in respect of a Mineral Claim after Completion of a Purchased Asset Class that includes the Mineral Claim, Seller shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents as to achieve an orderly transfer under this Agreement. 9.5 Pending Completion the Seller will, on the Buyer’s reasonable request, give to the Buyer or its professional advisers such facilities and information (including access to Employees) regarding the Business and Assets as it may reasonably request. 9.6 Pending Completion the Seller will have Rxxxxx Xxxx telephone Bxxxx Xxxxxxx of the Buyer on a weekly basis to give him a business update in relation to the Business. 9.7 Pending Completion the Seller will provide the Buyer with monthly management accounts (in a form are consistent with the Management Accounts) relating to purposes of those paragraphs, as may be requested by Buyer, in each case at the Businessexpense of Buyer.

CONDUCT OF BUSINESS PRIOR TO COMPLETION. 9.1 Pending the Transfer Date, ownership of the Assets shall be retained by and risk in the Assets shall remain with the Seller. 9.2 Subject to the provisions of clause 9.3, the Seller shall continue to carry on the Business for its own benefit and at its own risk up to the Transfer Date. 9.3 Save in circumstances where in the Seller's ’s reasonable opinion a failure to take or make the relevant act or omission may prejudice the interests of any company in the Seller's ’s group, the Seller undertakes to the Buyer that pending the Completion Date unless it has obtained the prior written consent of the Buyer to the contrary (such consent not to be unreasonably withheld or delayed): 9.3.1 the Business will in all material respects continue to be carried on in the same manner as it is presently carried on as regards the nature, scope and manner of conducting it and so as to maintain it as a going concern; 9.3.2 it will not enter into a long term contract (being a contract which cannot be terminated by the Seller on less than 3 months notice) or a contract with an aggregate contract value of more than £25,000 in relation to the Business (provided that where details of any such contract are contained in the Disclosure Letter the Buyer shall be deemed to have given its prior written consent to such contract being entered into); 9.3.3 it will not engage any person as an employee of the Business other than the Employees; 9.3.4 it will not create, issue or grant or agree to create, issue or grant any Security Interest over any of the Assets unless, the Assets will be released from such Security Interest on or prior to the Completion; 9.3.5 there shall be no merger or amalgamation of the Business with any other company or business; 9.3.6 it shall not (and shall procure that no member of the Seller’s Group) directly or indirectly acquire any business which is competitive with any business carried on by the Business; 9.3.7 no scheme of arrangement will be entered into in relation to the Seller; 9.3.8 there shall be no change to the corporate and/or trading names currently used by the Seller; 9.3.9 no resolution for the cessation of business or the winding-up of the Seller shall be proposed, made or take place except in the event of the insolvency of the Seller; 9.3.10 the Seller will not directly request or procure the appointment of a receiver or an administrative receiver of the whole or any part of the Assets; 9.3.11 it will not commence any legal or arbitration proceedings (other than routine debt collection) in relation to the Business; 9.4 Pending Completion or earlier termination of the Agreement pursuant to this Agreement, the Buyer and the Seller will use reasonable endeavours to resolve constructively any issues that arise in relation to the Business so as to achieve an orderly transfer under this Agreement. 9.5 Pending Completion the Seller will, on the Buyer’s reasonable request, give to the Buyer or its professional advisers such facilities and information (including access to Employees) regarding the Business and Assets as it may reasonably request. 9.6 Pending Completion the Seller will have Rxxxxx Xxxx telephone Bxxxx Xxxxxxx of the Buyer on a weekly basis to give him a business update in relation to the Business. 9.7 Pending Completion the Seller will provide the Buyer with monthly management accounts (in a form consistent with the Management Accounts) relating to the Business.

CONDUCT OF BUSINESS PRIOR TO COMPLETION. 9.1 Pending 6.1 The Vendor hereby covenants with the Transfer Date, ownership Purchaser that between the date of this Agreement and Completion it shall keep the Purchaser informed of the Assets shall be retained by conduct of the Business and risk take account of the reasonable directions of the Purchaser in the Assets shall remain with the Seller. 9.2 Subject relation to the provisions conduct of clause 9.3the Business and, in particular but without limitation to the generality of the foregoing, the Seller Vendor:- 6.1.1 shall continue to carry on the Business for its own benefit and at its own risk up to the Transfer Date. 9.3 Save in circumstances where in the Seller's reasonable opinion a failure to take or make the relevant act or omission may prejudice the interests of any company in the Seller's group, the Seller undertakes to the Buyer that pending the Completion Date unless it has obtained the prior written consent of the Buyer to the contrary (such consent not to be unreasonably withheld or delayed): 9.3.1 the Business will in all material respects continue to be carried on normal course and in the same manner as it is presently carried on as regards the nature, scope and manner of conducting it and so as to maintain it as a going concern, and the Business will be conducted in an efficient, businesslike and prudent manner; 9.3.2 it 6.1.2 shall not dispose of or remove from the Properties any physical assets of the Business save in the ordinary course of normal day-to-day business; 6.1.3 shall use its best endeavours to maintain the Goodwill and the trade and trade connections of the Business and will not by any action, omission, default or neglect knowingly damage or risk damage to the same; 6.1.4 shall not enter into a long term any contract (being a contract which cannot be terminated by the Seller on less than 3 months notice) or a contract with an aggregate contract value of more than £25,000 in relation to the Business (provided that where details commitment of any such contract are contained in unusual nature or outside the Disclosure Letter the Buyer shall be deemed to have given its prior written consent to such contract being entered into); 9.3.3 it will not engage any person as an employee of the Business other than the Employees; 9.3.4 it will not create, issue or grant or agree to create, issue or grant any Security Interest over any of the Assets unless, the Assets will be released from such Security Interest on or prior to the Completion; 9.3.5 there shall be no merger or amalgamation of the Business with any other company or business; 9.3.6 it shall not (and shall procure that no member of the Seller’s Group) directly or indirectly acquire any business which is competitive with any business carried on by the Business; 9.3.7 no scheme of arrangement will be entered into in relation to the Seller; 9.3.8 there shall be no change to the corporate and/or trading names currently used by the Seller; 9.3.9 no resolution for the cessation ordinary course of business or the winding-up any contract of the Seller shall be proposed, made or take place except any kind having a value in the event excess of the insolvency of the Seller250,000; 9.3.10 the Seller will 6.1.5 shall not directly request create any mortgage, charge, lien or procure the appointment of a receiver or an administrative receiver of the whole encumbrance over all or any part of the Assets; 9.3.11 it will 6.1.6 shall not commence alter any legal of the terms of any agreement with any supplier, customer or arbitration proceedings (other than routine debt collection) employee is made; 6.1.7 shall not engage any new employees of the Business, shall not purchase plant, machinery, equipment or the like, nor incur any capital expenditure or commitment; 6.1.8 shall procure that the insurance policies now in effect are maintained in full force and effect and without reduction in value or scope of cover with respect to any part of the Business or Assets; 6.1.9 shall keep the Purchaser informed of all discussions and negotiations conducted by or on behalf of the Vendor in relation to the BusinessRussian Enquiry; 9.4 Pending 6.1.10 shall procure that any software licences in respect of the Computer System which require formal assignment to the Purchaser shall be assigned at the Vendor's cost to the Purchaser on Completion or earlier and failing such assignment the Vendor shall procure at its cost that adequate substitute licences are made available to the Purchaser to enable the Purchaser to operate the Computer System to the same standard as prior to Completion as soon as practicable following Completion; and 6.1.11 shall renegotiate the Barwell Contract so that the notice period referred to therein relating to the termination of the Agreement pursuant Barwell Contract is reduced to this Agreement, the Buyer and the Seller will use reasonable endeavours to resolve constructively any issues that arise in relation to the Business so as to achieve an orderly transfer under this Agreement12 months on either side. 9.5 Pending Completion the Seller will, on the Buyer’s reasonable request, give to the Buyer or its professional advisers such facilities and information (including access to Employees) regarding the Business and Assets as it may reasonably request. 9.6 Pending Completion the Seller will have Rxxxxx Xxxx telephone Bxxxx Xxxxxxx of the Buyer on a weekly basis to give him a business update in relation to the Business. 9.7 Pending Completion the Seller will provide the Buyer with monthly management accounts (in a form consistent with the Management Accounts) relating to the Business.