Common use of INTERIM ACTION Clause in Contracts

INTERIM ACTION. 9.1 Pending the completion of the divestment of the Divestment Business to the satisfaction of the CMA in accordance with the provisions of these undertakings, save as otherwise agreed in advance in writing by the CMA, Dover shall minimise as far as possible any risk of loss of competitive potential of the Divestment Business and in particular ensure that: (a) the Divestment Business is carried on separately from the Dover Business and the Divestment Business’s separate sales or brand identity is maintained; (b) the Divestment Business is maintained as a going concern and sufficient resources are made available for the development of the Divestment Business on the basis of its pre-Transaction business plans; (c) except in the ordinary course of business, no substantive changes are made to the organisational structure of, or the management responsibilities within, the Divestment Business; (d) the nature, description, range and quality of goods and/or services supplied in the UK by the Divestment Business are maintained and preserved; (e) except in the ordinary course of business for the separate operation of the Divestment Business: (i) all of the assets of the Divestment Business are maintained and preserved, including facilities and goodwill; (ii) none of the assets of the Divestment Business are disposed of; and (iii) no interest in the assets of the Divestment Business is created or disposed of; (f) there is no integration of the information technology of the Divestment Business or Dover Businesses, and the software and hardware platforms of the Divestment Business shall remain essentially unchanged, except for routine changes and maintenance; (g) the customer and supplier lists of the Divestment Business and the Dover Business shall be operated and updated separately and any negotiations with any existing or potential customers and suppliers in relation to the Divestment Business will be carried out by the Divestment Business alone and for the avoidance of doubt the Dover Business will not negotiate on behalf of the Divestment Business (and vice versa) or enter into any joint agreements with the Divestment Business (and vice versa); (h) all existing contracts of the Divestment Business continue to be serviced by the business to which they were awarded; (i) no changes are made to Key Staff of the Divestment Business; (j) no Key Staff are transferred between the Divestment Business and the Dover Business; (k) all reasonable steps are taken to encourage all Key Staff to remain with the Divestment Business; and (l) no business secrets, know-how, commercially-sensitive information, intellectual property or any other information of a confidential or proprietary nature (Confidential Information) relating to either of the Divestment Business or the Dover Business shall pass, directly or indirectly, from the Divestment Business (or any of its employees, directors, agents or affiliates) to the Dover Business (or any of its employees, directors, agents or affiliates), or vice versa, except where strictly necessary in the ordinary course of business (for example, where required for compliance with external regulatory and/or accounting obligations) or any steps necessary in order for Dover to comply with these undertakings, including the transfer of information necessary for the divestment process, provided that, upon divestment of the Divestment Business, any records or copies (electronic or otherwise) of Confidential Information held by Dover in relation to the Divestment Business (or vice versa) shall be returned to the relevant business and any copies destroyed (except as may be necessary for the purposes of compliance with the obligations above). 9.2 At all times, Dover will actively keep the CMA informed of any material developments relating to the Divestment Business, which includes, but is not limited to: (a) details of Key Staff who leave the Divestment Business; (b) any interruption of the Divestment Business (including without limitation its procurement, production, logistics, sales and employee relations arrangements) that has prevented it from operating in the ordinary course of business for more than 24 hours; (c) all substantial customer volumes lost by the Divestment Business; and (d) substantial changes in the Divestment Business's contractual arrangements or relationships with key suppliers.

INTERIM ACTION. 9.1 Pending the completion of the divestment of the Divestment Business to the satisfaction of the CMA in accordance with the provisions of these undertakings, save as otherwise agreed in advance in writing by the CMA, Dover Noble and Maersk Drilling shall minimise as far as possible any risk of loss of competitive potential of the Divestment Business and in particular ensure thatparticular: (a) Noble and Maersk Drilling shall ensure that the Divestment Business is carried on separately from the Dover Noble Business and the Maersk Drilling Business to the extent that it is prior to the Transaction (i.e., except for common support functions provided by the Noble Business to the Divestment Business) and the Divestment Business’s separate sales or brand identity is maintained; (b) Noble shall ensure that the Divestment Business is and the Noble Business are each maintained as a going concern and sufficient resources are made available for the development of the Divestment Business and the Noble Business on the basis of its pre-their respective pre- Transaction business plans, as applicable; (c) Noble shall ensure that, except in the ordinary course of business, no substantive changes are made to the organisational structure of, or the management responsibilities within, the Divestment Business or the Noble Business; (d) Noble shall ensure that the nature, description, range and quality of goods and/or services supplied in the UK by each of the Divestment Business and the Noble Business are maintained and preserved, as applicable; (e) except in the ordinary course of business for the separate operation of the Divestment Business and the Noble Business: (i) all of the assets of the Divestment Business and the Noble Business are maintained and preserved, including facilities and goodwill; (ii) none of the assets of the Divestment Business or the Noble Business are disposed of; and (iii) no interest in the assets of the Divestment Business or the Noble Business is created or disposed of; (f) there is no integration of the information technology of the Divestment Business or Dover Businesses, and Noble shall ensure that the software and hardware platforms of the Divestment Business shall remain essentially unchanged, except for routine changes and maintenance; (g) Noble shall ensure that the customer and supplier lists of the Divestment Business and the Dover Noble Business shall be operated and updated separately and any negotiations with any existing or potential customers and suppliers in relation to the Divestment Business will be carried out by the Divestment Business alone and for the avoidance of doubt the Dover Noble Business will not negotiate on behalf of the Divestment Business (and vice versa) or enter into any joint agreements with the Divestment Business (and vice versa); (h) Noble shall ensure that all existing contracts of the Divestment Business and the Noble Business continue to be serviced by the business to which they were awarded; (i) Noble shall ensure that no changes are made to Key Staff of the Divestment Business or the Noble Business; (j) Noble and Maersk Drilling shall ensure that no Key Staff are transferred between (i) the Divestment Business and (ii) (in the Dover Businesscase of Noble) the Noble Business or (in the case of Maersk Drilling) the Maersk Drilling Business (other than in accordance with any pre-existing contractual obligation); (k) Noble shall ensure that all reasonable steps are taken to encourage all Key Staff to remain with the Divestment Business and the Noble Business; and (l) Noble and Maersk Drilling shall ensure that no business secrets, know-how, commercially-sensitive information, intellectual property or any other information of a confidential or proprietary nature (Confidential Information) Information relating to either of (i) the Divestment Business or (ii) the Dover Noble Business or the Maersk Drilling Business shall pass, directly or indirectly, from the Divestment Business (or any of its employees, directors, agents or affiliates) to the Dover Noble Business or Maersk Drilling Business (or any of its employees, directors, agents or affiliates), or vice versa, except where strictly necessary in the ordinary course of business (for example, where required for compliance with external regulatory and/or accounting obligations) or any steps necessary in order for Dover Noble or Maersk Drilling to comply with these undertakings, including the transfer of information necessary for the divestment process, provided that, upon divestment of the Divestment Business, any records or copies (electronic or otherwise) of Confidential Information held by Dover Noble or Maersk Drilling in relation to the Divestment Business (or vice versa) shall be returned to the relevant business and any copies destroyed (except as may be necessary for the purposes of compliance with the obligations above). 9.2 At all times, Dover Xxxxx will actively keep the CMA informed of any material developments relating to the Divestment Business, which includes, but is not limited to: (a) details of Key Staff who leave the Divestment Business; (b) any interruption of the Divestment Business (including without limitation its procurement, production, logistics, sales and employee relations arrangements) that has prevented it from operating in the ordinary course of business for more than 24 hours; (c) all substantial customer volumes lost by the Divestment Business; and; (d) substantial changes in the Divestment Business's contractual arrangements or relationships with key suppliers; and (e) the status of the UK Health and Safety Executive, the Danish Working Environment Authority, and the Norwegian Petroleum Safety Authority’s respective reviews of the applications submitted by the Proposed Purchaser (or its affiliates, as the case may be) to acquire the regulatory dutyholdership of the Noble Xxx Xxxxxxx, Xxxxx Xxxx Xxxx, Xxxxx Xxx Xxxxxx, and Xxxxx Xxxxx Xxxxx, as applicable.

INTERIM ACTION. 9.1 Pending the completion of the divestment of the Divestment Business to the satisfaction of the CMA in accordance with the provisions of these undertakings, save as otherwise agreed in advance in writing by the CMA, Dover AMC shall minimise as far as possible any risk of loss of competitive potential of the Divestment Business and in particular ensure that: (a) the Divestment Business is carried on separately from the Dover AMC Business and the Divestment Business’s separate sales or brand identity is maintained; (b) the Divestment Business is and the AMC Business are maintained as a going concern and sufficient resources are made available for the development of the Divestment Business and the AMC Business, on the basis of its their respective pre-Transaction business plans; (c) except in the ordinary course of business, no substantive changes are made to the organisational structure of, or the management responsibilities within, the Divestment Business or the AMC Business; (d) the nature, description, range and quality of goods and/or services supplied in the UK by each of the Divestment Business and the AMC Business are maintained and preserved; (e) except in the ordinary course of business for the separate operation of the Divestment Business and the AMC Business: (i) all of the assets of the Divestment Business and the AMC Business are maintained and preserved, including facilities and goodwill; (ii) none of the assets of the Divestment Business or the AMC Business are disposed of; and (iii) no interest in the assets of the Divestment Business or the AMC Business is created or disposed of; (f) there is no integration of the information technology of the Divestment Business or Dover AMC Businesses, and the software and hardware platforms of the Divestment Business shall remain essentially unchanged, except for routine changes and maintenance; (g) the customer and supplier lists of the Divestment Business and the Dover AMC Business shall be operated and updated separately and any negotiations with any existing or potential customers and suppliers in relation to the Divestment Business will be carried out by the Divestment Business alone and for the avoidance of doubt the Dover AMC Business will not negotiate on behalf of the Divestment Business (and vice versa) or enter into any joint agreements with the Divestment Business (and vice versa); (h) all existing contracts of the Divestment Business and the AMC Business continue to be serviced by the business to which they were awarded; (i) no changes are made to Key Staff of the Divestment Business or AMC Business; (j) no Key Staff are transferred between the Divestment Business and the Dover AMC Business; (k) all reasonable steps are taken to encourage all Key Staff to remain with the Divestment Business and the AMC Business; and (l) no business secrets, know-how, commercially-sensitive information, intellectual property or any other information of a confidential or proprietary nature (Confidential Information) Information relating to either of the Divestment Business or the Dover AMC Business shall pass, directly or indirectly, from the Divestment Business (or any of its employees, directors, agents or affiliates) to the Dover AMC Business (or any of its employees, directors, agents or affiliates), or vice versa, except where strictly necessary in the ordinary course of business (for example, where required for compliance with external regulatory and/or accounting obligations) or any steps necessary in order for Dover AMC to comply with these undertakings, including the transfer of information necessary for the divestment process, provided that, upon divestment of the Divestment Business, any records or copies (electronic or otherwise) of Confidential Information held by Dover AMC in relation to the Divestment Business (or vice versa) shall be returned to the relevant business and any copies destroyed (except as may be necessary for the purposes of compliance with the obligations above). 9.2 At all times, Dover AMC will actively keep the CMA informed of any material developments relating to the Divestment Business, which includes, but is not limited to: (a) details of Key Staff who leave the AMC Business or the Divestment Business; (b) any interruption of the AMC Business or the Divestment Business (including without limitation its procurement, production, logistics, sales and employee relations arrangements) that has prevented it from operating in the ordinary course of business for more than 24 hours; (c) all substantial customer volumes lost by the Divestment Business; and (d) substantial changes in the AMC Business’s or the Divestment Business's contractual arrangements or relationships with key suppliers.

INTERIM ACTION. 9.1 10.1 Pending the completion of the divestment of the Divestment Business Businesses to the satisfaction of the CMA in accordance with the provisions of these undertakings, save as otherwise agreed in advance in writing by the CMA, Dover Adevinta and eBay shall minimise as far as possible any risk of loss of competitive potential of the Divestment Business Businesses and in particular ensure thatparticular: (a) Adevinta and eBay shall ensure that the Divestment Business is Businesses are carried on separately from the Dover Adevinta Business and the Divestment eBay Business’s , and the separate sales or brand identity is identities of the Divestment Businesses are maintained; (b) Adevinta and eBay shall ensure that the Divestment Businesses and (respectively) the Adevinta Business is and the eBay Business are maintained as a going concern concerns and sufficient resources are made available for the development of the Divestment Business Businesses and the Adevinta Business, on the basis of its their respective pre-Transaction business plans; (c) Adevinta and eBay shall ensure that, except in the ordinary course of business, no substantive changes are made to the organisational structure of, or the management responsibilities within, the Divestment Businesses or (respectively) the Adevinta Business or the eBay Business; (d) Adevinta and eBay shall ensure that the nature, description, range and quality of goods and/or services supplied in the UK by each of the Divestment Businesses, the Adevinta Business and the eBay Business are maintained and preserved; (e) Adevinta and eBay shall ensure that except in the ordinary course of business for the separate operation of the Divestment Businesses from the Adevinta Business and the eBay Business: (i) all of the assets of the Divestment Businesses, the Adevinta Business and the eBay Business are maintained and preserved, including facilities and goodwill; (ii) none of the assets of the Divestment Businesses, the Adevinta Business or the eBay Business are disposed of; and (iii) no interest in the assets of the Divestment Businesses, the Adevinta Business or the eBay Business is created or disposed of; (f) Adevinta and eBay shall ensure that there is no integration of the information technology of the Divestment Business Businesses, the Adevinta Businesses or Dover Businessesthe eBay Business, and the software and hardware platforms of the Divestment Business Businesses shall remain essentially unchanged, except for routine changes and maintenance; (g) the customer Adevinta and supplier lists of the Divestment Business and the Dover Business eBay shall be operated and updated separately and any negotiations with any existing or potential customers and suppliers in relation to the Divestment Business will be carried out by the Divestment Business alone and for the avoidance of doubt the Dover Business will not negotiate on behalf of the Divestment Business (and vice versa) or enter into any joint agreements with the Divestment Business (and vice versa); (h) ensure that all existing contracts of the Divestment Businesses, the Adevinta Business and the eBay Business continue to be serviced by the business to which they were awarded; (ih) Adevinta and eBay shall ensure that no changes are made to Key Staff of the Divestment BusinessBusinesses, the Adevinta Business or the eBay Business (other than in accordance with any pre-existing contractual obligations); (ji) Adevinta and eBay shall ensure that no Key Staff are transferred between (i) the Divestment Businesses and (ii) (in the case of Adevinta) the Adevinta Business and or (in the Dover Businesscase of eBay) the eBay Business (other than in accordance with any pre-existing contractual obligations); (kj) Adevinta and eBay shall ensure that all reasonable steps are taken to encourage all Key Staff to remain with the Divestment Businesses, the Adevinta Business and the eBay Business; and (lk) Adevinta and eBay shall respectively ensure that no business secrets, know-how, commercially-sensitive information, intellectual property or any other information of a confidential or proprietary nature (Confidential Information) Information relating to either of (i) the Divestment Businesses or (ii) the Adevinta Business or the Dover eBay Business shall pass, directly or indirectly, from the Divestment Business Businesses (or any of its their employees, directors, agents or affiliates) to the Dover Adevinta Business or eBay Business (or any of its employees, directors, agents or affiliates), or vice versa, except where strictly necessary in the ordinary course of business (for example, where required for compliance with external regulatory and/or accounting obligations) or any steps necessary in order for Dover Adevinta or eBay to comply with these undertakings, including the transfer of information necessary for the divestment process, provided that, upon divestment of the Divestment BusinessBusinesses, any records or copies (electronic or otherwise) of Confidential Information held by Dover Adevinta or eBay in relation to either of the Divestment Business Businesses (or vice versa) shall be returned to the relevant business and any copies destroyed (except as may be necessary for the purposes of compliance with the obligations above). 9.2 10.2 At all times, Dover Adevinta and eBay will actively keep the CMA informed of any material developments relating to the Divestment BusinessBusinesses, which includes, but is not limited to: (a) details of Key Staff who leave the Adevinta Business, the Divestment Businesses or the eBay Business; (b) any interruption of to the Adevinta Business, the Divestment Businesses or the eBay Business (including without limitation its their procurement, production, logistics, sales and employee relations arrangements) that has prevented it either of them from operating in the ordinary course of business for more than 24 hours; (c) all substantial customer volumes lost by the Divestment Business; and (dc) substantial changes in the Adevinta Business’s, the Divestment Business's or the eBay Business’s contractual arrangements or relationships with key suppliers. 10.3 With the exception of the obligations stated in paragraphs 10.1(i) and 10.1(k) above, the obligations in section 10 (Interim Action) shall cease to apply to eBay (or the eBay Business) following completion of the Transaction. The obligations in this section insofar as they relate to Gumtree UK shall not apply to Adevinta prior to the completion of the Transaction.

INTERIM ACTION. 9.1 Pending the completion of the divestment of the Divestment Business to the satisfaction of the CMA in accordance with the provisions of these undertakings, save as otherwise agreed in advance in writing by the CMA, Dover the Parties shall minimise as far as possible any risk of loss of competitive potential of the Divestment Business and in particular ensure that: (a) the Divestment Business is carried on separately from the Dover Wood Group Business and the Divestment Business’s separate sales or brand identity is maintained; (b) the Divestment Business is maintained as a going concern and sufficient resources are made available for the development of the Divestment Business Business, on the basis of its pre-Transaction business plans; (c) except in the ordinary course of business, no substantive changes are made to the organisational structure of, or the management responsibilities within, the Divestment Business; (d) the nature, description, range and quality of goods and/or the services supplied in the UK by the Divestment Business are maintained and preserved; (e) except in the ordinary course of business for the separate operation of the Divestment Business: (i) all of the assets of the Divestment Business are maintained and preserved, including facilities and goodwill; (ii) none of the assets of the Divestment Business are disposed of; and (iii) no interest in the assets of the Divestment Business is created or disposed of; (f) there is no integration of the information technology of the Divestment Business or Dover BusinessesBusiness, and the software and hardware platforms of the Divestment Business shall remain essentially unchanged, except for routine changes and maintenance; (g) the customer and supplier lists of the Divestment Business and the Dover Wood Group Business shall be operated and updated separately and any negotiations with any existing or potential customers and suppliers in relation to the Divestment Business will be carried out by the Divestment Business alone and for the avoidance of doubt the Dover Wood Group Business will not negotiate on behalf of the Divestment Business (and vice versa) or enter into any joint agreements with the Divestment Business (and vice versa); (h) all existing contracts of the Divestment Business continue to be serviced by the business to which they were awarded; (i) no changes are made to Key Staff of the Divestment Business; (j) no Key Staff are transferred between the Divestment Business and the Dover Wood Group Business; (k) all reasonable steps are taken to encourage all Key Staff to remain with the Divestment Business; and (l) no business secrets, know-how, commercially-sensitive information, intellectual property or any other information of a confidential or proprietary nature (Confidential Information) Information relating to either of the Divestment Business or the Dover Wood Group Business shall pass, directly or indirectly, from the Divestment Business (or any of its employees, directors, agents or affiliates) to the Dover Wood Group Business (or any of its employees, directors, agents or affiliates), or vice versa, except where strictly necessary in the ordinary course of business (for example, where required for compliance with external regulatory and/or accounting obligations) or any steps necessary in order for Dover Wood Group to comply with these undertakings, including the transfer of information necessary for the divestment process, provided that, upon divestment of the Divestment Business, any records or copies (electronic or otherwise) of Confidential Information held by Dover Wood Group in relation to the Divestment Business (or vice versa) shall be returned to the relevant business and any copies destroyed (except as may be necessary for the purposes of compliance with the obligations above). 9.2 At all times, Dover the Parties will actively keep the CMA informed of any material developments relating to the Divestment Business, which includes, but is not limited to: (a) details of Key Staff who leave the Divestment Business; (b) any interruption of the Divestment Business (including without limitation its procurement, production, logistics, sales and employee relations arrangements) that has prevented it from operating in the ordinary course of business for more than 24 hours; (c) all substantial customer volumes lost by the Divestment Business; and (d) substantial changes in the Divestment Business's contractual arrangements or relationships with key suppliers.

INTERIM ACTION. 9.1 Pending the completion of the divestment of the Divestment Business to the satisfaction of the CMA in accordance with the provisions of these undertakings, save as otherwise agreed in advance in writing by the CMA, Dover the Parties shall minimise as far as possible any risk of loss of competitive potential of the Divestment Business and in particular ensure that: (a) the Divestment Business is carried on separately from the Dover Buyer Business and the Divestment Business’s separate sales or brand identity is maintained; (b) the Divestment Business is maintained as a going concern and sufficient resources are made available for the development of the Divestment Business Business, on the basis of its pre-Transaction business plansplan; (c) except in the ordinary course of business, no substantive changes are made to the organisational structure of, or the management responsibilities within, the Divestment Business; (d) the nature, description, range and quality of goods and/or and services supplied in the UK by the Divestment Business are is maintained and preserved; (e) except in the ordinary course of business for the separate operation of the Divestment Business: (i) all of the assets of the Divestment Business are maintained and preserved, including facilities and goodwill; (ii) none of the assets of the Divestment Business are disposed of; and (iii) no interest in the assets of the Divestment Business is created or disposed of; (f) there is no integration of the information technology of the Divestment Business or Dover Businessesand the Buyer Business, and the software and hardware platforms of the Divestment Business shall remain essentially unchanged, except for routine changes and maintenance; (g) the customer and supplier lists of the Divestment Business and the Dover Business shall be operated and updated separately and any negotiations with any existing or potential customers and suppliers in relation to the Divestment Business will be carried out by the Divestment Business alone and for the avoidance of doubt the Dover Buyer Business will not negotiate on behalf of the Divestment Business (and vice versa) or enter into any joint agreements with the Divestment Business (and vice versa); (h) all existing contracts of the Divestment Business and the Buyer Business continue to be serviced by the business to which they were awarded; (i) no changes are made to Key Staff of the Divestment Business; (j) no Key Staff are transferred between the Divestment Business and the Dover Buyer Business; (k) all reasonable steps are taken to encourage all Key Staff to remain with the Divestment Business; and (l) no business secrets, know-how, commercially-sensitive information, intellectual property or any other information of a confidential or proprietary nature (Confidential Information) Information relating to either of the Divestment Business or the Dover Buyer Business shall pass, directly or indirectly, from the Divestment Business (or any of its employees, directors, agents or affiliates) to the Dover Buyer Business (or any of its employees, directors, agents or affiliates), or vice versa, except where strictly necessary in the ordinary course of business (for example, where required for compliance with external regulatory and/or accounting obligations) or any steps necessary in order for Dover Wolseley to comply with these undertakings, including the transfer of information necessary for the divestment process, provided that, upon divestment of the Divestment Business, any records or copies (electronic or otherwise) of Confidential Information held by Dover Xxxxxxxx in relation to the Divestment Business (or vice versa) shall be returned to the relevant business and any copies destroyed (except as may be necessary for the purposes of compliance with the obligations above). 9.2 At all times, Dover the Parties will actively keep the CMA informed of any material developments relating to the Divestment Business, which includes, but is not limited to: (a) details of Key Staff who leave the Divestment Business; (b) any interruption of the Divestment Business (including without limitation its procurement, production, logistics, sales and employee relations arrangements) that has prevented it from operating in the ordinary course of business for more than 24 hours; (c) all substantial customer volumes lost by the Divestment Business; and (d) substantial changes in the Divestment Business's ' contractual arrangements or relationships with key suppliers.

INTERIM ACTION. 9.1 Pending the completion of the divestment of the Divestment Business to the satisfaction of the CMA in accordance with the provisions of these undertakings, save as otherwise agreed in advance in writing by the CMA, Dover the Parties shall minimise as far as possible any risk of loss of competitive potential of the Divestment Business and in particular ensure that: (a) the Divestment Business is carried on separately from the Dover Buyer Business and the Divestment Business’s separate sales or brand identity is maintained; (b) the Divestment Business is maintained as a going concern and sufficient resources are made available for the development of the Divestment Business Business, on the basis of its pre-Transaction business plansplan; (c) except in the ordinary course of business, no substantive changes are made to the organisational structure of, or the management responsibilities within, the Divestment Business; (d) the nature, description, range and quality of goods and/or and services supplied in the UK by the Divestment Business are is maintained and preserved; (e) except in the ordinary course of business for the separate operation of the Divestment Business: (i) all of the assets of the Divestment Business are maintained and preserved, including facilities and goodwill; (ii) none of the assets of the Divestment Business are disposed of; and (iii) no interest in the assets of the Divestment Business is created or disposed of; (f) there is no integration of the information technology of the Divestment Business or Dover Businessesand the Buyer Business, and the software and hardware platforms of the Divestment Business shall remain essentially unchanged, except for routine changes and maintenance; (g) the customer and supplier lists of the Divestment Business and the Dover Business shall be operated and updated separately and any negotiations with any existing or potential customers and suppliers in relation to the Divestment Business will be carried out by the Divestment Business alone and for the avoidance of doubt the Dover Buyer Business will not negotiate on behalf of the Divestment Business (and vice versa) or enter into any joint agreements with the Divestment Business (and vice versa); (h) all existing contracts of the Divestment Business and the Buyer Business continue to be serviced by the business to which they were awarded; (i) no changes are made to Key Staff of the Divestment Business; (j) no Key Staff are transferred between the Divestment Business and the Dover Buyer Business; (k) all reasonable steps are taken to encourage all Key Staff to remain with the Divestment Business; and (l) no business secrets, know-how, commercially-sensitive information, intellectual property or any other information of a confidential or proprietary nature (Confidential Information) Information relating to either of the Divestment Business or the Dover Buyer Business shall pass, directly or indirectly, from the Divestment Business (or any of its employees, directors, agents or affiliates) to the Dover Buyer Business (or any of its employees, directors, agents or affiliates), or vice versa, except where strictly necessary in the ordinary course of business (for example, where required for compliance with external regulatory and/or accounting obligations) or any steps necessary in order for Dover Wolseley to comply with these undertakings, including the transfer of information necessary for the divestment process, provided that, upon divestment of the Divestment Business, any records or copies (electronic or otherwise) of Confidential Information held by Dover Wolseley in relation to the Divestment Business (or vice versa) shall be returned to the relevant business and any copies destroyed (except as may be necessary for the purposes of compliance with the obligations above). 9.2 At all times, Dover the Parties will actively keep the CMA informed of any material developments relating to the Divestment Business, which includes, but is not limited to: (a) details of Key Staff who leave the Divestment Business; (b) any interruption of the Divestment Business (including without limitation its procurement, production, logistics, sales and employee relations arrangements) that has prevented it from operating in the ordinary course of business for more than 24 hours; (c) all substantial customer volumes lost by the Divestment Business; and (d) substantial changes in the Divestment Business's ' contractual arrangements or relationships with key suppliers.