Conduct Pending Completion. 4.1 Vendors' Conduct Until Completion, the Vendors must not, without the prior consent of the Purchaser:
(a) create any Encumbrance over any part of the Assets (other than a charge over the Intellectual Property in favour of GroPep, which, if granted, will be discharged on Completion);
(b) sell or license any Assets;
(c) increase the compensation payable to any Employee, or increase any bonus, insurance, pension or other benefit plan, payment or arrangement made to or with any Employee; or
(d) do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any contract, commitment or obligation related to the Assets or the Business. Until the earlier of Completion or March 31, 2002, the Vendors must not, without the prior consent of the Purchaser, negotiate for, solicit, or enter into any agreement with respect to the sale of the capital stock of the Vendors or any substantial portion of the Assets or any merger or other business combination of the Vendors, to or with any person other than the Purchaser and AccessUSA; provided, however, that the Vendors may negotiate with and enter into an agreement with GroPep regarding the proposed transactions among those parties as previously disclosed to the Purchaser and AccessUSA.
4.2 Vendors' Obligations Until Completion, the Vendors must:
(a) comply with all laws, regulations and orders applicable with respect to the Business and the Assets or as may be required for the valid and effective transfer of the Assets;
(b) maintain with financially sound and reputable insurance companies, funds or underwriters adequate insurance of the kinds, covering such risks and in such amounts and with such deductibles and exclusions as are consistent with prudent business practice with respect to the Business and the Assets;
(c) promptly advise the Purchaser and AccessUSA in writing of any material adverse change in the condition of any of the Assets or the Business; and
(d) use their best endeavours to discharge or remove any current Encumbrance on any of the Assets.
Conduct Pending Completion. Each of the Vendors hereby undertakes to the Purchaser that in the period prior to Completion:
4.5.1 the business of the Company and MAM USA will be carried on as a going concern in the normal course;
4.5.2 no physical assets of the Company or MAM USA shall be removed from the premises of the Company or MAM USA, as the case may be, save in the ordinary course of normal day to day trading;
4.5.3 it will use its best endeavours to maintain the trade and trade connections of the Company and MAM USA;
4.5.4 all debts which the Company or MAM USA incurs in the normal course of the business will be settled within the applicable periods of credit;
4.5.5 it shall promptly give to the Purchaser full details of any material changes in the business, financial position and/or assets of the Company and MAM USA;
Conduct Pending Completion. The Vendor hereby undertakes to the Parent and the Purchaser that in the period prior to Completion:
4.5.1 the business of the Company will be carried on as a going concern in the normal course;
4.5.2 no physical assets of the Company shall be removed from the premises of the Company save in the ordinary course of normal day to day trading;
4.5.3 it will use its best endeavours to maintain the trade and trade connections of the Company;
4.5.4 all debts which the Company incurs in the normal course of the business will be settled within the applicable periods of credit;
4.5.5 it shall promptly give to the Purchaser full details of any material changes in the business, financial position and/or assets of the Company;
4.5.6 the Company shall maintain in force policies of insurance with limits of indemnity at least equal to, and otherwise on terms no less favourable than, those policies of insurance currently maintained by them;
4.5.7 no amendment shall be made to any pension arrangements;
4.5.8 the Company shall not:
(a) enter into, modify or agree to terminate any material contract (other than in the ordinary course of business) or incur any capital expenditure in excess of (pound)10,000 on any individual item;
(b) appoint or employ any new employees, workers or consultants at an annual salary or rate of remuneration in excess of (pound)20,000;
(c) alter materially, or agree to alter materially, the terms and conditions of employment (including benefits) of any of its employees or workers, nor dismiss any of its employees or workers and the Vendor shall not directly or indirectly induce or endeavour to induce any of such employees or workers to terminate their employment prior to Completion;
(d) dispose of any material assets used or required for the operation of the business of the Company (otherwise than in the ordinary course of business) or enter into any other transaction otherwise than in the ordinary course of business;
(e) create any Encumbrance over any of its assets or its undertaking nor, otherwise than in the ordinary course of business, give any guarantees or indemnities in respect of any third party;
(f) institute, settle or agree to settle any legal proceedings relating to the business of the Company, save for debt collection in the ordinary course of business;
(g) grant or modify or agree to terminate any rights or enter into any agreement relating to Intellectual Property or otherwise permit any of its rights relating to Intellectual Propert...
Conduct Pending Completion. 10.01 Between the date hereof and Completion, unless contemplated or permitted by the terms of this Agreement, the Vendor shall not without the prior consent in writing of the Purchaser:
(a) cause or permit the breach of any of the representations, warranties or undertakings set out in Clause 11.01;
(b) sell, transfer, convey, charge, mortgage, issue, license, exchange or deal with the Property, or any interest therein in any way;
(c) create any fixed or floating charge, lien or other Encumbrance of whatever nature over the whole or any part of or interest in the Property;
(d) grant any power of attorney to any person whatsoever to deal with the Property, including powers to sell, transfer, convey, charge, mortgage, issue, license, exchange, or deal with the Property, or any interest therein;
(e) permit any of its insurance policies on the Property, to lapse or do anything which would make any policy of insurance void or voidable; or
(f) stop, suspend, threaten to stop or suspend payment of all or part of its debts or take any steps for its winding-up or enter into any assignment or arrangement or composition with or for the benefit of its creditors or enter or allow any moratorium in respect of any or part of its indebtedness or appoint or have appointed a receiver and/or manager over the whole or any part of the Property, or enter into any formal or informal scheme of arrangement with any or all of its creditors.
Conduct Pending Completion. 6.1 Provisions regarding conduct pending Completion
6.1.1 Between the Binding Offer Date and the earlier of Completion or termination of this Agreement, the Seller shall comply, and shall procure that each member of the Group shall comply, with schedule 4.
6.1.2 The Buyer and Seller each agree to co-operate and to use reasonable endeavours in order to obtain, during the period between the Binding Offer Date and Completion, consents to the Transaction from the counterparties to the Consent Contracts.
6.1.3 No later than three Business Days prior to the Target Completion Date, the Seller shall deliver to the Buyer a draft (which shall be as complete as reasonably possible) of the Completion Disclosure Letter.
Conduct Pending Completion. Pending Completion, the Seller shall give to the Buyer, its agents, representatives, accountants and solicitors such reasonable information and documents regarding the Assets as the Buyer may reasonably request and require.
Conduct Pending Completion
