Common use of Interim Period Clause in Contracts

Interim Period. 8.1 During the Interim Period, the Seller shall: (a) procure that the Purchaser, its agents and representatives, are given full access to the properties, books, Contracts, commitments and records of the Companies during normal business hours on any Business Day and on reasonable notice to the Seller; (b) without any prejudice to Parties' disclosure obligation under this Master Agreement, provide such information regarding the Projects, businesses and affairs of the Companies as the Purchaser may reasonably require; (c) procure that the businesses of the Companies will be carried on in the ordinary course, consistent with past and current practice (senza soluzione di continuità rispetto al passato). In particular, and without limiting the generality of the foregoing, the Seller shall procure that, except with the written consent of the Purchaser, the Companies will not: (i) incur any expenditure that is not strictly necessary for the correct implementation of the Projects without the previous written consent of the Purchaser. It is agreed and understood that, as a consequence of the incurring of such authorised expenditure, at the Closing Date, no debts, liabilities, fees, expenses, charges, costs of whatever nature, including, without any limitation, Taxes, fees, legal and notarial expenses relating to the carrying out of the expenditure shall be due by the Companies to any third party, including, without any limitation, the Seller; or (ii) dispose of or grant any option or right of pre-emption in respect of any part of their assets; or (iii) even in the ordinary course of their businesses consistent with their past practices, will not (i) enter into any Contract involving an amount without the previous written consent of the Purchaser; or (ii) make any commercial proposal or offer to any Person, which, if accepted, would result in a legally binding Contract; or (iv) borrow any money; or (v) enter into any unusual Contract or commitment or: (A) make any loan; (B) enter into any leasing, hire purchase or other Contract or arrangements for payment on deferred terms; or (vi) declare, make or pay any dividend or other distribution or do or allow to be done anything which renders their financial position less favourable than at the Execution Date; or (vii) grant, issue or redeem any mortgage, charge, debenture or other security or give any guarantee or indemnity; or (viii) make any change in the terms and conditions of employment of any of their directors or employ any Person; or (ix) permit any of their insurances (if any) to lapse or do anything which would make any policy of insurance void or voidable; or (x) pass any resolution of their shareholders or quotaholders, as applicable, whether in general meeting or otherwise; or (xi) agree, conditionally or otherwise, to do any of the foregoing; or (xii) in any other way depart from the ordinary course of their day-to-day business; or (xiii) do or omit to do, or cause to be done or omitted to be done, any act, transaction or thing which would result (or be likely to result) in (I) any of the Warranties being untrue or inaccurate at the Closing Date and/or (II) any direct or indirect negative impact and/or effect on the transactions (or part thereof) contemplated by this Master Agreement. 8.2 The Seller shall immediately notify the Purchaser in writing of any matter or thing which arises or becomes known to it before the Closing which (notwithstanding the preceding paragraph) constitutes (or would after the lapse of time constitute) a misrepresentation or a breach of any of the Warranties or the undertakings or other obligations on the part of the Seller under this Master Agreement.

Interim Period. 8.1 During the Interim Period, the Seller shall: (a) procure During the period commencing on the date of this Agreement and ending with the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms, the Company agrees that it will, except as set forth on Schedule 3.3(a): (i) carry on its respective businesses in substantially the Purchasersame manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) maintain its agents respective properties and representativesfacilities, are given full access including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform all of its respective obligations under agreements relating to the or affecting its respective assets, properties, booksor rights; (iv) keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its best efforts to maintain and preserve its business organization intact, Contractsretain its respective present key employees, commitments and records maintain its respective relationships with suppliers, customers, and others having business relations with it; (vi) maintain compliance with all permits laws, rules and regulations, consent orders, and all other orders of the Companies during normal business hours on any Business Day applicable courts, regulatory agencies, and on reasonable notice to the Sellersimilar governmental authorities; (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments; and (viii) maintain present salaries and commission levels for all officers, directors, employees and agents. (b) without any prejudice During the period commencing on the date of this Agreement and ending with the earlier to Parties' disclosure obligation under this Master Agreement, provide such information regarding the Projects, businesses and affairs occur of the Companies as Closing Date or the Purchaser may reasonably require; (c) procure that the businesses termination of the Companies will be carried on this Agreement in the ordinary course, consistent accordance with past and current practice (senza soluzione di continuità rispetto al passato). In particular, and without limiting the generality of the foregoingits terms, the Seller shall procure thatCompany agrees that it will not, except with the written consent of the Purchaser, the Companies will not:as set forth on Schedule 3.3(b): (i) incur any expenditure that is not strictly necessary for the correct implementation of the Projects without the previous written consent of the Purchaser. It is agreed and understood that, as a consequence of the incurring of such authorised expenditure, at the Closing Date, no debts, liabilities, fees, expenses, charges, costs of whatever nature, including, without any limitation, Taxes, fees, legal and notarial expenses relating to the carrying out of the expenditure shall be due by the Companies to any third party, including, without any limitation, the Seller; or (ii) dispose of or grant any option or right of pre-emption in respect of any part of their assets; or (iii) even in the ordinary course of their businesses consistent with their past practices, will not (i) enter into any Contract involving an amount without the previous written consent of the Purchaser; or (ii) make any commercial proposal or offer to any Person, which, if accepted, would result in a legally binding Contract; or (iv) borrow any money; or (v) enter into any unusual Contract or commitment or: (A) make any loan; (B) enter into any leasing, hire purchase or other Contract or arrangements for payment on deferred terms; or (vi) declare, make or pay any dividend or other distribution or do or allow to be done anything which renders their financial position less favourable than at the Execution Date; or (vii) grant, issue or redeem any mortgage, charge, debenture or other security or give any guarantee or indemnity; or (viii) make any change in the terms and conditions its Certificate or Articles of employment Incorporation or Bylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind; (iii) declare or pay any dividend, or make any distribution in respect of their directors its stock whether now or employ hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any Person; orshares of its stock or declare any dividends or make any distributions (other than S Corporation distributions), nor pay out any extraordinary bonuses in excess of pro rata bonuses customarily paid, or fees, or commissions to the Shareholders, directors, management or other personnel; (iv) sell, assign, lease, or otherwise transfer or dispose of any property or equipment except in the normal course of business; (v) negotiate for the acquisition of any business or the start-up of any new business; (vi) merge or consolidate or agree to merge or consolidate with or into any other corporation; (vii) waive any material rights or claims; (viii) commit a material breach of or amend or terminate any material agreement or Permit; (ix) permit enter into any other transaction outside the ordinary course of their insurances (if any) to lapse its business consistent with past business practice or do anything which would make any policy of insurance void or voidableprohibited hereunder; or (x) pass any resolution of their shareholders change its accounts receivable collection practice or quotaholders, as applicable, whether in general meeting or otherwise; or (xi) agree, conditionally or otherwise, to do any of the foregoing; or (xii) factor its accounts receivable in any other way depart from the ordinary course of their day-to-day business; or (xiii) do or omit to do, or cause to be done or omitted to be done, any act, transaction or thing which would result (or be likely to result) in (I) any of the Warranties being untrue or inaccurate at the Closing Date and/or (II) any direct or indirect negative impact and/or effect on the transactions (or part thereof) contemplated by this Master Agreementway. 8.2 The Seller shall immediately notify the Purchaser in writing of any matter or thing which arises or becomes known to it before the Closing which (notwithstanding the preceding paragraph) constitutes (or would after the lapse of time constitute) a misrepresentation or a breach of any of the Warranties or the undertakings or other obligations on the part of the Seller under this Master Agreement.

Interim Period. 8.1 During the Interim Period, the Seller shallbusiness of the Purchaser and the Company shall be conducted, and the Purchaser and the Company shall not take any action except, in the usual and ordinary course of business consistent with past practice in all material respects and in compliance with all applicable laws, and the Purchaser and the Company shall use all commercially reasonable efforts to maintain and preserve its and its subsidiaries' business organization, assets, employees, goodwill and business relationships. 8.2 During the Interim Period, the Company and the Vendors shall promptly notify each of the other parties if any of the representations and warranties made by it in this Agreement ceases to be true, accurate and complete in any material respect and of any failure to comply in any material respect with any of its obligations under this Agreement. 8.3 During the Interim Period, the Purchaser, the Company and the Vendors shall provide each other with all information and documents reasonably required in order to allow the other Parties hereto to carry out their respective due diligence investigations including providing the company with complete copies of all filings made with regulatory authorities in connection with this Agreement. 8.4 During the Interim Period, the Company shall not: (a) procure that the Purchaserdeclare, pay or set aside any dividends or provide for any distribution of its agents and representativesproperties or assets, are given full access or make any payment by way of return of capital, to the properties, books, Contracts, commitments and records of the Companies during normal business hours on any Business Day and on reasonable notice to the Sellerits shareholders; (b) without split, combine or reclassify any prejudice to Parties' disclosure obligation under this Master Agreement, provide such information regarding the Projects, businesses and affairs of the Companies as the Purchaser may reasonably requireoutstanding shares; (c) procure that the businesses redeem, purchase or offer to purchase any of the Companies will be carried on in the ordinary course, consistent with past and current practice (senza soluzione di continuità rispetto al passato). In particular, and without limiting the generality of the foregoing, the Seller shall procure that, except with the written consent of the Purchaser, the Companies will not:its share or other securities; (id) incur reorganize, amalgamate or merge with any expenditure that is not strictly other person in any manner whatsoever, other than as may be necessary for the correct implementation of the Projects without the previous written consent of the Purchaser. It is agreed and understood that, as a consequence of the incurring of such authorised expenditure, at the Closing Date, no debts, liabilities, fees, expenses, charges, costs of whatever nature, including, without any limitation, Taxes, fees, legal and notarial expenses relating in order to give effect to the carrying out of the expenditure shall be due ttransactions contemplated by the Companies to any third party, including, without any limitation, the Seller; orthis Agreement; (iie) dispose acquire or agree to acquire (by merger, amalgamation, acquisition of securities or grant assets or otherwise) any option person or right of pre-emption in respect of any part of their assets; or (iii) even assets or properties other than in the ordinary course of their businesses consistent with their past practicesits business; (f) issue or commit to issue any shares, will not rights, warrants or options to purchase such shares, or any securities convertible into such shares, warrants or options; (ig) alter or amend in any way its constating documents or by-laws as the same exist at the date of this Agreement; (h) perform any act or enter into any Contract involving an amount without transaction or negotiation which might materially adversely interfere or be materially inconsistent with the previous written consent consummation of the Purchaser; or (ii) make any commercial proposal or offer to any Person, which, if accepted, would result in a legally binding Contract; or (iv) borrow any money; or (v) enter into any unusual Contract or commitment or: (A) make any loan; (B) enter into any leasing, hire purchase or other Contract or arrangements for payment on deferred terms; or (vi) declare, make or pay any dividend or other distribution or do or allow to be done anything which renders their financial position less favourable than at the Execution Date; or (vii) grant, issue or redeem any mortgage, charge, debenture or other security or give any guarantee or indemnity; or (viii) make any change in the terms and conditions of employment of any of their directors or employ any Person; or (ix) permit any of their insurances (if any) to lapse or do anything which would make any policy of insurance void or voidable; or (x) pass any resolution of their shareholders or quotaholders, as applicable, whether in general meeting or otherwise; or (xi) agree, conditionally or otherwise, to do any of the foregoing; or (xii) in any other way depart from the ordinary course of their day-to-day business; or (xiii) do or omit to do, or cause to be done or omitted to be done, any act, transaction or thing which would result (or be likely to result) in (I) any of the Warranties being untrue or inaccurate at the Closing Date and/or (II) any direct or indirect negative impact and/or effect on the transactions (or part thereof) contemplated by under this Master Agreement. 8.2 The Seller shall immediately notify the Purchaser in writing of any matter or thing which arises or becomes known to it before the Closing which (notwithstanding the preceding paragraph) constitutes (or would after the lapse of time constitute) a misrepresentation or a breach of any of the Warranties or the undertakings or other obligations on the part of the Seller under this Master Agreement.

Interim Period. 8.1 During The Parties acknowledge and represent that from 1 January 2008 the Merging Companies have conducted and will conduct their businesses in their ordinary and usual course until the registration of the Merger with the Mercantile Registry (the “Effective Date”). The period from 1 January 2008 to the Effective Date shall be hereinafter referred to as the “Interim Period”. From the date of this Merger Protocol the Merging Companies shall not, without the Seller shallconsent of the other Merging Company, and unless otherwise results from this Merger Protocol: (a) procure that the PurchaserIssue of any share or convertible instruments, its agents and representatives, are given full access options or warrants or any other instrument which grant any right to the propertiesacquisition of shares, books, Contracts, commitments and records other than any issued in relation to the Merger or any of the Companies during normal business hours on any Business Day and on reasonable notice to the Selleragreement terms in this Agreement; (b) without any prejudice to Parties' disclosure obligation under this Master Agreement, provide such information regarding the Projects, businesses and affairs Any amendment of the Companies as by-laws, other than the Purchaser may reasonably requireby-laws amendments reflected in the Governance Amendments; (c) procure that Any declaration, distribution or payment of dividends or any other payment to the businesses shareholders, including by way of the Companies will be carried on in the ordinary coursewarrant, consistent with past and current practice notes or other similar instruments (senza soluzione di continuità rispetto al passato). In particular, and without limiting the generality of the foregoing, the Seller shall procure that, except with the written consent of the Purchaser, the Companies will not: other than (i) incur any expenditure that is not strictly necessary Campofrío’s dividends as approved by Campofrío’s ordinary General Shareholders Meeting held on 17 June 2008, which includes a dividend in cash for the correct implementation an amount of the Projects without the previous written consent of the Purchaser. It is agreed and understood that, as a consequence of the incurring of such authorised expenditure, at the Closing Date, no debts, liabilities, fees, expenses, charges, costs of whatever nature, including, without any limitation, Taxes, fees, legal and notarial expenses relating to the carrying out of the expenditure 12 million Euros which shall be due paid on July 8th, 2008 and a dividend in kind by the Companies to any third partydelivery of 1,698,185 Campofrio treasury shares which shall be paid on July 16th, including, without any limitation, the Seller; or (ii) dispose of or grant any option or right of pre-emption in respect of any part of their assets; or (iii) even in the ordinary course of their businesses consistent with their past practices, will not (i) enter into any Contract involving an amount without the previous written consent of the Purchaser; 2008 or (ii) make any amounts to be paid to GSH Shareholders or Campofrío’s shareholders based on the results of any on-going transaction which might be executed prior to the Merger, as referred to in (f) below. (d) Any repurchase, redemption or acquisition, directly or indirectly, of any shares of their share capital other than the ordinary acquisition of treasury shares (“autocartera”) acquired within the limits of the general shareholders authorization in force. (e) Engage in any material capital expenditure (except as provided for in the annual budget or business plan); and (f) Any negotiation with any third party regarding any transfer of any material part of their industrial or commercial proposal activities, or offer the entering into any acquisition, merger, contribution, hive down, alliance or collaboration agreement or other arrangement with respect to any Person, which, if accepted, would result in a legally binding Contract; or (iv) borrow any money; or (v) enter into any unusual Contract or commitment or: (A) make any loan; (B) enter into any leasing, hire purchase or other Contract or arrangements for payment on deferred terms; or (vi) declare, make or pay any dividend or other distribution or do or allow to be done anything which renders their financial position less favourable than at the Execution Date; or (vii) grant, issue or redeem any mortgage, charge, debenture or other security or give any guarantee or indemnity; or (viii) make any change in the terms and conditions of employment of any material part of their directors industrial or employ commercial activities, other than any Person; or on-going negotiations already under way by either Merging Company and as agreed with the other Merging Company. Any request for a Merging Company’s consent to a proposed transaction under this Clause shall be deemed accepted by that Merging Company if it fails to issue any decision in this regard within the term of ten (ix10) permit any of their insurances (if any) to lapse or do anything which would make any policy of insurance void or voidable; or (x) pass any resolution of their shareholders or quotaholders, as applicable, whether in general meeting or otherwise; or (xi) agree, conditionally or otherwise, to do any of the foregoing; or (xii) in any other way depart calendar days from the ordinary course of their day-to-day business; or (xiii) do or omit to do, or cause to be done or omitted to be done, any act, transaction or thing date in which would result (or be likely to result) in (I) any of it receives the Warranties being untrue or inaccurate at the Closing Date and/or (II) any direct or indirect negative impact and/or effect on the transactions (or part thereof) contemplated by this Master Agreementconsent request. 8.2 The Seller shall immediately notify the Purchaser in writing of any matter or thing which arises or becomes known to it before the Closing which (notwithstanding the preceding paragraph) constitutes (or would after the lapse of time constitute) a misrepresentation or a breach of any of the Warranties or the undertakings or other obligations on the part of the Seller under this Master Agreement.

Interim Period. 8.1 During 5.1 From the Interim Perioddate of this Agreement until the earlier of the termination of this Agreement and Completion, (i) each of the Bridgepoint Sellers, SPP and the Trustee Seller severally agrees to exercise its rights as a shareholder and/or as a director of the Company or as a director of any other Target Group Company, so far as it is reasonably able to do so; (ii) each Management Seller jointly and severally agrees to procure; and (iii) the Company agrees to procure in each case that the business of each Target Group Company is carried on in the ordinary and usual course in all material respects (in the context of the Business taken as a whole) and that no Target Group Company shall, except with the prior written consent of the Buyer: 5.1.1 cause or permit any amendments to its constitutional documents; 5.1.2 admit any Person as a shareholder (whether by subscription, transfer or transmission) or issue or grant or agree to issue or grant any shares or any other securities; 5.1.3 make any increase or reduction or other alteration whatsoever (including by way of redemption, purchase, sub-division, consolidation or redesignation) of its share capital or grant any option to subscribe for or acquire any of its shares or issue any securities convertible into any of its shares; 5.1.4 declare or pay any dividend or make any other distribution in respect of its profits, assets or reserves or in any other way reduce its reserves; 5.1.5 grant, create or allow to arise any Encumbrance over its assets (other than charges arising by operation of law or which arise in the ordinary and usual course of trading); 5.1.6 borrow any monies or incur any indebtedness other than in the ordinary and usual course of trading and save where required pursuant to clause 6.4; 5.1.7 other than in the ordinary and usual course of trading, sell, license or otherwise dispose of any material asset or part of the undertaking of the Company or any other Target Group Company or acquire any material assets, business or undertaking (in the context of the Business taken as a whole); 5.1.8 incorporate or liquidate any subsidiary undertaking or effect any hive-up or hive-down or any corporate reorganisation (provided always that the liquidation of STS GmbH and the striking off of SPTS Technologies PTY Ltd. shall both be deemed to have been consented to by the Buyer for the purposes of this clause 5.1); 5.1.9 acquire or dispose of any freehold or leasehold property; 5.1.10 make any offer to engage any new employee at an annual salary per employee in excess of $120,000 (on the basis of full-time employment); 5.1.11 (other than in relation to a salary review in accordance with the ordinary course of business) amend the terms and conditions of employment or engagement of a Senior Employee (including the rights of such Senior Employee to receive bonus and other benefits) other than to reflect changes in law; 5.1.12 enter into any transaction with any Seller or Related Person or Affiliate of any Seller other than in relation to the Trading Arrangements; 5.1.13 make any loan to any Person (other than the granting of trade credit in the ordinary course or the permitting of customer evaluations of tools in the ordinary course); 5.1.14 commence any Legal Proceedings other than (i) in relation to the collection of debts in the ordinary course; or (ii) in such cases where the Target Group determines in good faith that failure to commence Legal Proceedings would result in the material impairment of the Business taken as a whole, provided that, to the extent reasonably practicable, it consults with the Buyer prior to the commencement of such Legal Proceedings; 5.1.15 save as the same may exist at the date of this Agreement under the Articles of Association or the Existing Shareholders Agreement, create any Encumbrance over the Shares, 5.1.16 transfer or license to any Person any Intellectual Property Rights (other than in the ordinary course of business in connection with the sale of any of the Target Group’s products or services); 5.1.17 enter into or amend any agreement (which is material in the context of the Business taken as a whole) in accordance with which any other party is granted marketing or other distribution rights of any type or scope with respect to any of the Target Group’s products or technology; 5.1.18 make capital expenditures or commitments, capital additions or capital improvements in excess of $250,000 in aggregate (excluding expenditure in the ordinary course of business, consistent with past practice, relating to customer evaluations or relating to tools for use with the Target Group’s demonstration laboratories); 5.1.19 materially reduce the level of any insurance coverage provided by the Target Group’s current insurance policies (for the avoidance of doubt the placement of the Run-off Policy by the Target Group shall be deemed to have been consented to for the purposes of this clause 5.1); 5.1.20 unless required by applicable law, enter into any collective bargaining agreement; 5.1.21 terminate the Contract of any Senior Employee (save for cause and subject to following all due process required by the law applicable to the Contract) or induce or persuade any such Senior Employee to resign; 5.1.22 make any advances to, or any investments in or capital contributions to, any Person, or forgive or discharge in whole or in part any Indebtedness (other than (i) in relation to the discharge of bad or doubtful debts in the ordinary course or (ii) in the ordinary course of business); 5.1.23 acquire any additional shares in BluGlass Limited (an Australian public company limited by shares which is listed on the Australian Stock Exchange); 5.1.24 make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any material Tax return or any amendment to a material Tax return, enter into any closing agreement in respect of Taxes, settle any claim or assessment in respect of Taxes or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, or take any other similar action relating to the filing of any Tax return or the payment of any Tax, if such action would have the effect of increasing the Tax liability of the Company or any Subsidiary for any period ending after the Completion Date or decreasing any Tax attribute of the Company or any Subsidiary existing on the Completion Date; or 5.1.25 other than such portion of the Cash Consideration which may be payable to the Bonus Plan Participants and/or the Further EBT Recipients as contemplated by this Agreement, pay any transaction bonus to any directors, officers or employees of any Target Group Company in connection with the transactions contemplated hereunder, or agree to do any of the foregoing. 5.2 From the date of this Agreement until Completion, each Seller (other than SPP and the Trustee Seller) severally agrees to exercise its rights as a shareholder and/or as a director of the Company or as a director of any other Target Group Company, so far as it is reasonably able to do so, to procure that the Company shall: (a) procure that 5.2.1 permit and allow, upon reasonable notice and during normal business hours, the PurchaserBuyer and its accountants, its agents counsel and representatives, are given full other representatives reasonable access to all of the Target Group’s properties, books, Contracts, commitments and records and all such other information concerning the Business, Properties and personnel of the Companies during normal business hours on any Business Day and on reasonable notice Target Group as the Buyer may reasonably request; and 5.2.2 provide to the Seller; (b) without Buyer and its accountants, counsel and other representatives true, correct and complete copies of internal financial statements as soon as reasonably practicable upon written request, provided that no information or knowledge obtained in any prejudice investigation in accordance with this clause 5.2 shall affect or be deemed to Parties' disclosure obligation under this Master Agreement, provide such information regarding the Projects, businesses and affairs modify any of the Companies as the Purchaser may reasonably require; (c) procure that the businesses Warranties, any of the Companies will be carried on in Seller Warranties, or the ordinary course, consistent with past and current practice (senza soluzione di continuità rispetto al passato). Condition. 5.3 In particular, and without limiting the generality of event that prior to the foregoing, the Seller shall procure that, except with the written consent of the Purchaser, the Companies will not: Completion Date: (i) incur any expenditure a legal or regulatory restraint or prohibition arises or occurs that is not strictly necessary for prevents or makes illegal the correct implementation acquisition of the Projects without the previous written consent of the Purchaser. It is agreed and understood that, as a consequence of the incurring of such authorised expenditure, at the Closing Date, no debts, liabilities, fees, expenses, charges, costs of whatever nature, including, without any limitation, Taxes, fees, legal and notarial expenses relating to the carrying out of the expenditure shall be due Shares by the Companies to any third party, including, without any limitation, the Seller; or (ii) dispose of or grant any option or right of pre-emption in respect of any part of their assets; or (iii) even in the ordinary course of their businesses consistent with their past practices, will not (i) enter into any Contract involving an amount without the previous written consent of the PurchaserBuyer; or (ii) make an injunction or other order preventing or making illegal the acquisition of the Shares by the Buyer shall have been issued by a Governmental Entity (each of (i) and (ii) a “Legal Restraint”): 5.3.1 the Buyer at its own expense shall use all its reasonable efforts to have such Legal Restraint lifted, annulled, rescinded or revoked; 5.3.2 each of the Company and the Sellers (other than the Trustee Seller and SPP) shall and shall so far as it is reasonably able procure that each Target Group Company shall (in each case at the expense of the Sellers (other than the Trustee Seller and SPP)) use all their reasonable endeavours to have such Legal Restraint lifted, annulled, rescinded or revoked and provide as promptly as reasonably practicable any commercial proposal information or offer documentary material that may reasonably be requested by the Buyer in connection with the lifting, annulment, rescission or revocation of such Legal Restraint; and 5.3.3 unless the Sellers’ Representatives and Buyer agree otherwise in writing, Completion may be deferred to such later date (not being later than the Long Stop Date) as may be reasonably necessary to enable such Legal Restraint to be lifted, annulled, rescinded or revoked. 5.4 In the event a Governmental Entity issues a request for information or documentary material (a “Request”) to any Personof the Buyer, whichthe Sellers, or any Target Group Company in connection with the sale and purchase of the Shares under this Agreement then, unless otherwise agreed in writing by both the Buyer and the Sellers Representative, (i) the Buyer at its own expense; and (ii) the Company and the Sellers (other than the Trustee Seller and SPP) shall and shall procure that each Target Group Company shall (at the expense of the Sellers (other than the Trustee Seller and SPP)): 5.4.1 cooperate to supply as promptly as reasonably practicable any such information and documentary material that may be requested by the relevant Governmental Entity; 5.4.2 to the extent permitted by law, keep each other fully informed as to all material developments relating to such Request, including (without limitation) all material dealings with any Governmental Entity in connection with such Request; and; 5.4.3 to the extent permitted by law, provide each other with copies of all material communications with or from any Governmental Entity in connection with such Request or, where the relevant communication has been made orally, with a summary of it as soon as reasonably practicable and in any event within 5 Business Days of receipt; 5.4.4 where reasonably practicable, use reasonable endeavours to ensure that their legal and financial advisers are able to attend or otherwise participate in all meetings or discussions (including, without limitation, pre-scheduled telephone or other conversations) with any Governmental Entity relating to any such Request and, if acceptedappropriate, would result in a legally binding Contract; orto make oral submissions at such meetings or discussions. (iv) borrow any money; or (v) enter into any unusual Contract or commitment or5.5 From the date of this Agreement until Completion: (A) make 5.5.1 subject to clause 5.6, neither the Company, any loan; (B) enter into any leasingTarget Group Company, hire purchase the Sellers nor the Buyer shall directly or other Contract or arrangements for payment on deferred terms; or (vi) declare, make or pay any dividend or other distribution or do or allow to be done anything which renders their financial position less favourable than at the Execution Date; or (vii) grant, issue or redeem any mortgage, charge, debenture or other security or give any guarantee or indemnity; or (viii) make any change in the terms and conditions of employment of any of their directors or employ any Person; or (ix) permit any of their insurances (if any) to lapse or do anything which would make any policy of insurance void or voidable; or (x) pass any resolution of their shareholders or quotaholders, as applicableindirectly communicate with, whether in general meeting or otherwise; or (xi) agree, conditionally writing or otherwise, to do any Merger Control Authority without the prior written consent of the foregoingBuyer (with respect to the Company, any Target Group Company or the Sellers) or of the Sellers (other than the Trustee Seller and SPP) (with respect to the Buyer), no such consent to be unreasonably withheld or delayed; orand (xii) 5.5.2 the Company and the Sellers shall use reasonable endeavours to provide the Buyer with such assistance and information as it may reasonably request in any other way depart order to obtain consent from the ordinary course counterparties to the agreements listed in Schedule 10 to the change of their day-to-day business; or (xiii) do or omit to do, or cause to be done or omitted to be done, any act, transaction or thing which would result (or be likely to result) in (I) any control of the Warranties being untrue Company which Completion would represent. 5.6 The obligation in clause 5.5.1 shall not apply in respect of a party’s communications with a Merger Control Authority pursuant to a Request. 5.7 Nothing in clause 5.1 shall restrict any Seller or inaccurate at Target Group Company from taking any action pursuant to the Closing Date and/or (II) any direct terms of or indirect negative impact and/or effect on the transactions (or part thereof) as contemplated by this Master AgreementAgreement or any other Transaction Document. 8.2 The Seller 5.8 Not less than 3 Business Days prior to Completion the Company shall immediately notify procure that the Purchaser Buyer is sent: 5.8.1 the Completion Bonus Plan Table; 5.8.2 the list of Further EBT Recipients (in writing of any matter or thing which arises or becomes known to it before the Closing which (notwithstanding the preceding paragraph) constitutes (or would after the lapse of time constitute) a misrepresentation or a breach of any accordance with clause 3.8.2); 5.8.3 confirmation of the Warranties or the undertakings or other obligations on the part amount of the Seller under this Master AgreementEBT Loan, the Employee Tax Liability (to the extent known) and the Employer Tax Liability (in accordance with clauses 3.8, 3.9 and 3.10 respectively).

Interim Period. 8.1 During (1) Save as provided in subsection 6.07(3), during the Interim Period, each of the Seller shall: (a) Selling Companies shall not vote its shares in Minera in favour of, and shall procure that the Purchaser, its agents and representatives, are given full access nominees to the propertiesboard of directors of Minera not vote in favour of, books, Contracts, commitments and records of any matter that would prevent Minera from continuing to carry on the Companies during normal business hours on any Business Day and on reasonable notice to the Seller; (b) without any prejudice to Parties' disclosure obligation under this Master Agreement, provide such information regarding the Projects, businesses and affairs of the Companies as the Purchaser may reasonably require; (c) procure that the businesses of the Companies will be carried on in the ordinary coursecourse or maintaining the Project on at least a care and maintenance basis, consistent including maintaining all Assets in good standing, or would result in Minera carrying on any business or conducting any activities other than with past and current practice (senza soluzione di continuità rispetto al passato)respect to the Business. In particular, and without Without limiting the generality of the foregoing, and save as provided in subsection 6.07(3), and subject to the Seller terms of the Shareholders’ Agreement, each of the Selling Companies shall not vote its shares in Minera in favour of, and shall procure thatthat its nominees to the board of directors of Minera not vote in favour of, except with the following acts or matters during the Interim Period without the prior written consent of the Purchaser, provided that the Purchaser shall provide a notification to the Selling Companies will not:of its consent, or its refusal to provide consent, no later than two Business Days after being given notice of the relevant vote and in the event that the Purchaser fails to provide such notification in a timely manner, the Selling Companies may vote in such manner as they in their sole discretion determine): (a) any disposal of any material Asset; (b) any declaration, authorization, making or payment of a dividend in cash, in specie or in kind by, or any reduction in paid-up capital of Minera; (c) any creation, allotment or issue or any grant of any option or other right to subscribe or purchase, or any redemption, purchase or repurchase of, any share of Minera or securities convertible into or exchangeable for such shares; (d) any creation or grant of Lien on, over or affecting the Assets or any portion thereof; (e) the making of any loan or granting of credit by Minera to any Person; (f) any amendment to the constitutional documents of Minera; (g) the acquisition, whether by merger, consolidation, formation or otherwise, of any body corporate or business, or all or substantially all of the assets of any body corporate or business, or the entering into of any partnership or joint venture arrangement; (h) the making of expenditures or the incurring of liabilities or commitments during the Interim Period which in the aggregate exceed $50,000; (i) incur any expenditure that is not strictly necessary for the correct implementation modification, amendment, cancellation or termination of any material Contract other than a termination arising out of the Projects expiration of its term; (j) any decision not to pay or make or renew in a timely manner any payments or registrations or filings relating to the Concessions, the Easements or any other aspects of the Project and the Business; (k) any decision not to renew on expiry or not to pay any premium due in respect of its insurance and/or the modification of any insurance policy in any material respect and/or the allowances of any such insurance to lapse or the doing of anything which would render such insurance void or voidable; (l) the granting of any guarantees or indemnities by Minera; (m) termination or engagement of any material employees; and (n) settling any litigation to which Minera is a party. (2) During the Interim Period, each of the Selling Companies agrees not to modify in any respect, or waive any of its rights pursuant to, the Shareholders’ Agreement without the previous prior written consent of the Purchaser. It is agreed and understood thatFor purposes of this subsection 6.07(2), as unless the Purchaser provides notice to the contrary to the Selling Companies within five (5) Business Days after receiving notice from the Selling Companies of a consequence modification of, or waiver of rights pursuant to, the Shareholders’ Agreement, the Purchaser shall be deemed to consent to such modification or waiver of which it was given notice. Without limiting the generality of the incurring foregoing, none of the Selling Companies shall exercise its right of first refusal pursuant to Article 14.3 of the Shareholders’ Agreement or enter into any agreement or provide any consent or waiver in connection with any transaction or proposed transaction involving the purchase and sale of Shares without the prior written consent of the Purchaser, and the Selling Companies shall notify the Purchaser promptly (and in any event within two (2) Business Days) of any such proposed transaction. In the event that a Selling Company has a right or, to its Knowledge, an opportunity to acquire Shares, it shall notify the Purchaser promptly (and in any event within two (2) Business Days) of any such event and the terms and conditions of such authorised acquisition. (3) Nothing in subsection 6.07(1) or subsection 6.07(2) shall (a) preclude or restrict any matter or action, including any expenditure, at the Closing Date, no debts, liabilities, fees, expenses, charges, costs of whatever nature, including, without any limitation, Taxes, fees, legal and notarial expenses relating to the carrying out of the expenditure shall be due by the Companies to any third party, including, without any limitation, the Seller; or (iii) dispose of or grant any option or right of pre-emption in respect of any part of their assets; or (iii) even arising in the ordinary course of their businesses consistent with their past practices, will not (i) enter into any Contract involving an amount without the previous written consent of the Purchaser; Business or (ii) make contemplated by or undertaken pursuant to this Agreement, or (b) require the Selling Companies to breach the Shareholders’ Agreement or any commercial proposal other agreement to which Minera or offer to any Person, which, if accepted, would result in a legally binding Contract; or (iv) borrow any money; or (v) enter into any unusual Contract or commitment or: (A) make any loan; (B) enter into any leasing, hire purchase or other Contract or arrangements for payment on deferred terms; or (vi) declare, make or pay any dividend or other distribution or do or allow to be done anything which renders their financial position less favourable than at the Execution Date; or (vii) grant, issue or redeem any mortgage, charge, debenture or other security or give any guarantee or indemnity; or (viii) make any change in the terms and conditions of employment of any of their directors or employ any Person; or (ix) permit any of their insurances (if any) to lapse or do anything which would make any policy of insurance void or voidable; or (x) pass any resolution of their shareholders or quotaholders, as applicable, whether in general meeting or otherwise; or (xi) agree, conditionally or otherwise, to do any of the foregoing; orSelling Companies is bound or Applicable Law. (xii4) in any other way depart from the ordinary course of their day-to-day business; or (xiii) do The Purchaser acknowledges and agrees that no action taken or omit to do, or cause to be done or omitted to be done, any act, transaction or thing which would result (or be likely to result) in (I) withheld by any of the Warranties being untrue Selling Companies in compliance with subsection 6.07(1) or inaccurate at the Closing Date and/or (IIsubsection 6.07(2) any direct shall constitute or indirect negative impact and/or effect on the transactions (or part thereof) contemplated by this Master Agreement. 8.2 The Seller shall immediately notify the Purchaser result in writing of any matter or thing which arises or becomes known to it before the Closing which (notwithstanding the preceding paragraph) constitutes (or would after the lapse of time constitute) a misrepresentation or a breach of any term of this Agreement, including, for greater certainty, any representation or warranty made by the Warranties or the undertakings or other obligations on the part of the Seller under this Master AgreementSelling Companies.

Interim Period. 8.1 During At all times during the period between the execution of this Agreement and the Closing (both included) (the “Interim Period, the Seller shall:”): (a) procure that except with the Purchaser’s prior written consent (which shall be considered to be denied if not granted by the Purchaser in writing within 5 (five) Business Days of receipt of a request in writing from the Seller), its agents and representativesthe Seller shall vote against (i) any extraordinary shareholders’ meeting resolution of Target, are given full access including those pertaining to extraordinary transactions (such as, inter alia, mergers, demergers, capital increases or decreases), (ii) any shareholders’ meeting resolution relating to (x) the propertiesdistribution of dividends or reserves or other distributions, books, Contracts, commitments and records (y) transactions on shares of the Companies during normal business hours on any Business Day and on reasonable notice to the SellerCompany and/or Treasury Shares (as defined below), (z) appointment of directors or statutory auditors; (b) without the Seller shall not sell, assign, transfer, dispose of at any prejudice title, lease, create any Encumbrance, or allow to Parties' disclosure obligation under this Master Agreementarise or be created, provide such information regarding the Projectssuffer or permit to exist any Encumbrance, businesses and affairs over any Fineldo Shares or carry out, omit to carry out, and/or undertake to carry out any other actions or transactions that result or could be expected to result in any of the Companies as representations and warranties set forth in Article 7 to be untrue, incorrect or inaccurate in any respect at any time during the Purchaser may reasonably requireInterim Period; (c) procure it is the Purchaser’s expectation and assumption, acknowledged and accepted by the Seller, that the businesses of Target and the Companies Subsidiaries will be carried on (and the Seller shall use its best efforts to cause the Target and the Subsidiaries to) (i) conduct their business and operations in the normal and ordinary course, consistent with past and current practice (senza soluzione di continuità rispetto al passatoincluding carrying out capex in accordance with the current business plan). In particular, and in accordance with the best standards of due diligence, care, and efficiency and in compliance with and all applicable Laws and Contracts, Undertakings and Instruments, (ii) take all reasonable steps to preserve their assets, organization and business, goodwill and relations with customers, suppliers and other Persons with whom they have significant business relationships, and (iii) not carry out, omit to carry out, and/or undertake to carry out any action or transaction that results or could be reasonably expected to result in any of the representations and warranties of the Seller set forth in Article 7 to be untrue, incorrect or inaccurate in any respects at any time during the Interim Period; (d) without limiting the generality of the foregoing, it is the Purchaser’s expectation and assumption, acknowledged and accepted by the Seller, that the Target and the Subsidiaries will not (and the Seller shall procure thatuse its best efforts to cause the Target and the Subsidiaries not to), except with the Purchaser’s prior written consent (which shall be considered to be denied if not granted by the Purchaser in writing within 5 (five) Business Days of receipt of a request in writing from the Purchaser, the Companies will not:Seller): (i) incur amend their respective certificate of incorporation or by-laws (or other organizational and corporate documents) and approve, authorize, resolve upon or carry out any expenditure that is not strictly necessary for the correct implementation of the Projects without the previous written consent of the Purchaser. It is agreed and understood thatextraordinary transaction (including mergers, as a consequence of the incurring of such authorised expendituredemergers, at the Closing Date, no debts, liabilities, fees, expenses, charges, costs of whatever nature, including, without any limitation, Taxes, fees, legal and notarial expenses relating to the carrying out of the expenditure shall be due by the Companies to any third party, including, without any limitation, the Seller; oror capital increases); (ii) dispose declare, pay or set aside funds in relation to any distribution of dividends, profits or grant any option reserves (whether in cash, shares or right of pre-emption in respect property or otherwise, or whether through capital decreases, or redemptions, purchases or other acquisitions of any part Securities representing their corporate capital, distribution of their assets; orinterim dividends, or otherwise); (iii) even sell, assign, transfer, dispose of at any title, license, lease, create any Encumbrance, or allow to arise or be created, suffer or permit to exist any Encumbrance, over (x) any properties or other (tangible or intangible) assets having a value in excess of Euro 4,000,000 in the ordinary course aggregate, or (y) regardless of their businesses consistent with their past practicesvalue, will not any Trademark, plant, business as a going concern or any portion thereof (i) enter into azienda or ramo d’azienda), or the Securities of any Contract involving an amount without the previous written consent of the Purchaser; or (ii) make any commercial proposal or offer to any Person, which, if accepted, would result in a legally binding Contract; orSubsidiary; (iv) borrow sell, transfer, dispose of at any money; ortitle, create any Encumbrance, or allow to arise or be created, suffer or permit to exist any Encumbrance, over any Treasury Shares (as defined below) or purchase or acquire at any title any shares of the Target; (v) enter into incur any unusual Contract or commitment or: (A) make any loanLiability other than in the normal and ordinary course of business; (B) enter into any leasing, hire purchase or other Contract or arrangements for payment on deferred terms; or (vi) declare, make or pay any dividend loans or other distribution payments to or do in favor of any Related Party (other than the Company and the Subsidiaries), or allow to be done anything which renders their financial position less favourable enter into, amend, renew, withdraw from, waive any rights under or terminate any Contracts, Undertakings and Instruments with, or discharge any Liabilities of, any of any Related Party (other than at the Execution Date; orCompany and the Subsidiaries); (vii) grantenter into, issue amend, renew, withdraw from, waive any rights and/or undertake any obligations under, or redeem terminate any mortgage, charge, debenture (i) agreement with the trade unions or other security collective bargaining agreement and/or (ii) agreement with any Governmental Authority in connection with redundancy or give social shok absorber (including cassa integrazione and contratti di solidarietà) and/or (iii) agreement with any guarantee or indemnity; orofficers of the Company having a material effect; (viii) make any change in the terms and conditions of employment of any of cease making payments required under their directors or employ any Personpension plans; orand (ix) permit approve at any of their insurances (if any) to lapse corporate level or do anything which would make enter into any policy of insurance void or voidable; or (x) pass any resolution of their shareholders or quotaholdersContracts, as applicableUndertakings and Instruments with respect to, whether in general meeting or otherwise; or (xi) agree, conditionally or otherwise, to do any of the foregoing; or (xii) in any other way depart from the ordinary course of their day-to-day business; or (xiii) do or omit to do, or cause to be done or omitted to be done, any act, transaction or thing which would result (or be likely to result) in (I) any of the Warranties being untrue or inaccurate at the Closing Date and/or (II) any direct or indirect negative impact and/or effect on the transactions (or part thereof) contemplated by this Master Agreement. 8.2 The Seller shall immediately notify the Purchaser in writing of any matter or thing which arises or becomes known to it before the Closing which (notwithstanding the preceding paragraph) constitutes (or would after the lapse of time constitute) a misrepresentation or a breach of any of the Warranties or the undertakings or other obligations on the part of the Seller under this Master Agreement.

Interim Period. 8.1 During 4.1 From the Execution Date and until the Completion Date (“Interim Period”), the Seller shall cause the Company to, and the Company shall, conduct its business only in the ordinary course and in a manner so as to ensure that the Seller’s and Seller 2’s representations and warranties under this Agreement continue to be true and correct as on the Completion Date, as if made on the Completion Date. 4.2 The Seller shall give the Purchaser prompt notice of any event, condition or circumstance occurring during the Interim Period, which would make any of the Seller’s or Seller 2’s representations and warranties under this Agreement untrue or would result in a material adverse effect on the Company, its business, the Sale Shares or the Seller 2 Sale Shares. 4.3 Without prejudice to the generality of Clause 4.1 above, during the Interim Period, the Company shall not and the Seller shallshall ensure that the Company does not, without the prior written consent of the Purchaser: (a) procure that the Purchaserenter into any arrangements, its agents and representatives, are given full access to the properties, books, Contracts, commitments and records dealings or contracts with any of the Companies during normal business hours on any Business Day related parties of the Seller and on reasonable notice to / or the SellerCompany; (b) without do or omit to do anything which may result in the termination, revocation, suspension, modification or non-renewal of any prejudice to Parties' disclosure obligation under this Master Agreementauthorizations, provide such information regarding consents, licenses, approvals or registrations obtained by the Projects, businesses and affairs of the Companies as the Purchaser may reasonably requireCompany; (c) procure that the businesses of the Companies will be carried on in the ordinary coursesell, consistent with past and current practice (senza soluzione di continuità rispetto al passato). In particularpledge, and without limiting the generality of the foregoingtransfer, the Seller shall procure that, except with the written consent of the Purchaser, the Companies will not: (i) incur any expenditure that is not strictly necessary for the correct implementation of the Projects without the previous written consent of the Purchaser. It is agreed and understood that, as a consequence of the incurring of such authorised expenditure, at the Closing Date, no debts, liabilities, fees, expenses, charges, costs of whatever nature, including, without any limitation, Taxes, fees, legal and notarial expenses relating to the carrying out of the expenditure shall be due by the Companies to any third party, including, without any limitation, the Seller; or (ii) dispose of assign or grant any option or right third party interest in any of pre-emption in respect of any part of their assets; or the assets (iii) even other than in the ordinary course of their businesses consistent with their past practicesbusiness), will not contracts or rights of the Company; (d) obtain any new loan, borrowing or credit facilities or undertake any new obligations other than in the ordinary course of business; (e) pay to any employee of the Company, compensation other than the current monthly payroll, raise or agree to raise anyone’s compensation, or pay or agree to pay any bonus or other special compensation; (f) effect any change in shareholding or the capital structure of the Company or issue any securities; (g) amend the constitutional documents of the Company; (h) make any investment in, advance to, loan to, or deposit with, any person other than in the ordinary course of business; and (i) enter into undertake any Contract involving an amount without the previous written consent commitment or agreement or delegation of the Purchaser; or (ii) make any commercial proposal or offer to any Person, which, if accepted, would result in a legally binding Contract; or (iv) borrow any money; or (v) enter into any unusual Contract or commitment or: (A) make any loan; (B) enter into any leasing, hire purchase or other Contract or arrangements for payment on deferred terms; or (vi) declare, make or pay any dividend or other distribution or do or allow to be done anything which renders their financial position less favourable than at the Execution Date; or (vii) grant, issue or redeem any mortgage, charge, debenture or other security or give any guarantee or indemnity; or (viii) make any change in the terms and conditions of employment of any of their directors or employ any Person; or (ix) permit any of their insurances (if any) to lapse or do anything which would make any policy of insurance void or voidable; or (x) pass any resolution of their shareholders or quotaholders, as applicable, whether in general meeting or otherwise; or (xi) agree, conditionally or otherwise, powers to do any of the foregoing; or (xii) in any other way depart from the ordinary course of their day-to-day business; or (xiii) do or omit to do, or cause to be done or omitted to be done, any act, transaction or thing which would result (or be likely to result) in (I) any of the Warranties being untrue or inaccurate at the Closing Date and/or (II) any direct or indirect negative impact and/or effect on the transactions (or part thereof) contemplated by this Master Agreement. 8.2 The Seller shall immediately notify the Purchaser in writing of any matter or thing which arises or becomes known to it before the Closing which (notwithstanding the preceding paragraph) constitutes (or would after the lapse of time constitute) a misrepresentation or a breach of any of the Warranties or the undertakings or other obligations on the part of the Seller under this Master Agreement.

Interim Period. 8.1 4.1 During the Interim PeriodPeriod (to the extent the same falls after the date hereof), Seller shall: 4.1.1 to the extent practicable in the circumstances consult with Purchaser in relation to any material decision in connection with the Interests (in particular in respect of the non-compliant X-10 oil cooler on the Forties Charlie platform) and take reasonable account of Purchaser's reasonable representations but so that nothing in this sub-clause shall operate to fetter the discretion of the Seller shallin exercising itx xxxxs in respect thereto; 4.1.2 not approve any work programme, budget, expenditure or capital commitment relating to any Licence involving expenditure in excess of L1,000,000 (net Seller's share) in any case other than: (a) procure that the Purchaser, its agents and representatives, are given full access any such expenditure covered by any budget approved prior to the properties, books, Contracts, commitments and records date of the Companies during normal business hours on any Business Day and on reasonable notice to the Seller;this Agreement; or (b) without any prejudice such expenditure in respect of which Purchaser has given its prior written approval (not to Parties' disclosure obligation under this Master Agreement, provide such information regarding the Projects, businesses and affairs of the Companies as the Purchaser may reasonably require;be unreasonably withheld or delayed); or (c) procure that any expenditure necessitated by any emergency (in which case Seller shall consult with Purchaser to the businesses of extent practicable in the Companies will be carried circumstances); 4.1.3 continue to carry on their activities in relation to the Interests in the ordinary course, consistent and usual course (and in accordance with past and current practice (senza soluzione di continuità rispetto al passato). In particular, and without limiting the generality terms of the foregoing, Licences and other Licensed Interest Documents) so as to protect and maintain the Seller shall procure that, except same in accordance with good oilfield practice; 4.1.4 consult with the written consent Purchaser with regard to the Interests and co-operate with the Purchaser so as to ensure an efficient handover of the Purchaser, Interests on Completion; 4.1.5 generally keep the Companies will not: Purchaser in a timely manner informed of matters (inot of a routine or minor nature) incur any expenditure that is not strictly necessary for the correct implementation of the Projects without the previous written consent of the Purchaser. It is agreed and understood that, as a consequence of the incurring of such authorised expenditure, at the Closing Date, no debts, liabilities, fees, expenses, charges, costs of whatever nature, including, without any limitation, Taxes, fees, legal and notarial expenses relating to the carrying out Interests; 4.1.6 not, without the Purchaser's written consent (not to be unreasonably withheld or delayed), waive, compromise or settle any material right or claim with respect to the Interests insofar as such right or claim relates or is capable of relating to periods after the Economic Date; 4.1.7 not, without the Purchaser's written consent (not to be unreasonably withheld or delayed), encumber, sell, lease or otherwise dispose of any of the expenditure shall be due by the Companies to any third party, including, without any limitation, the Seller; or Interests (ii) dispose excluding sales of or grant any option or right of pre-emption in respect of any part of their assets; or (iii) even production therefrom in the ordinary course of their businesses business consistent with their past practices), will or purport to do any of the same; 4.1.8 not, without the Purchaser's written consent (not to be unreasonably withheld or delayed), terminate, amend, or modify, or agree to terminate, amend or modify, any of the Licensed Interest Documents or withdraw from the Licences (or any of them); 4.1.9 not, without the Purchaser's written consent (not to be unreasonably withheld or delayed), and excluding any contract or agreement covered by any budget approved prior to the date hereof, enter into a contract or agreement relating to the Interests and attributable to the period after the Economic Date that is (i) enter into any Contract involving a contract or agreement with an amount without the previous written consent Affiliate of the PurchaserSeller; or (ii) make any commercial proposal a contract or offer to any Person, which, if accepted, would result agreement for which Purchaser shall have financial responsibility after Completion in an amount in excess of L1,000,000; or (iii) a legally binding Contractcontract or agreement which materially interferes with the operation of the Interests in the manner in which they were operated as of the Economic Date; or or (iv) borrow any money; or (v) enter into any unusual Contract a joint operating agreement, unitization agreement or commitment or: (A) make any loanco-operation agreement; 4.1.10 provide the Purchaser with all reasonable information and assistance requested by the Purchaser so as to enable the Purchaser to include the Interests under its Global Insurance Program. 4.2.1 Notwithstanding any other provision of this Agreement, if prior to Completion (Bbut not thereafter), an event giving rise to physical damage to the Forties Field Facilities occurs which causes a total shutdown in production from the Interests which total shutdown is estimated in good faith by both Parties (as evidenced by written agreement to that effect) enter into as likely to continue for not less than one year from the date of such event, (or if for any leasingreason the Parties are unable or unwilling to agree upon such estimate within fifteen (15) Business Days of a request to do so from either Party, hire purchase estimated as aforesaid by an independent expert appointed by the Parties, or other Contract if the Parties are unable to agree on such appointment within twenty-four (24) hours, as appointed by the President of the Institute of Petroleum); then the Purchaser shall have the right as prescribed in clause 4.2.2 to terminate this Agreement by notice in writing to the Seller, without either Party having any liability to the other. Save in the event of fraud, the agreement of the Parties or arrangements for payment the expert's determination, as the case may be, shall be final and binding on deferred terms; or (vi) declare, make or pay any dividend or other distribution or do or allow the Parties and the expert shall be deemed to be done anything acting as an expert and not as an arbitrator. 4.2.2 If the Parties agree or the expert determines that a total shutdown as provided in clause 4. 2.1 is likely to continue for not less than one (1) year from the date of such event, the Purchaser shall be entitled at any time prior to the close of business on the fifth (5th) Business Day after the Parties reach agreement or receive the expert's determination to give notice to the Seller to terminate this Agreement. If the Purchaser does not give such a notice or is not entitled to give such a notice by reason of the Parties reaching agreement or the expert determining that a total shutdown is not likely to continue for one year or longer, then the Parties shall (subject to the fulfilment or waiver of the Conditions Precedent) proceed to Completion or if the date of Completion has been delayed pursuant to clause 4.2.3 then as soon as reasonably practicable and in any event within ten (10) Business Days of such agreement or the receipt of such determination. 4.2.3 If the Parties' estimate or expert's determination referred to in clause 4. 2.1 has not been agreed or received, as the case may be, by the Purchaser prior to the date which renders their financial position less favourable than at is five (5) Business Days prior to Completion then the Execution Date; orCompletion shall be delayed until after receipt by the Purchaser of the Parties' estimate or expert's determination (subject to the fulfilment or waiver of the Conditions Precedent). (vii) grant4.2.4 If the Purchaser does not exercise any right it may have under this clause 4.2 to terminate this Agreement and proceeds to Completion, issue the Purchaser shall be deemed to have waived any and all other rights it may have hereunder or redeem any mortgage, charge, debenture or other security or give any guarantee or indemnity; or (viii) make any change otherwise in relation to the terms and conditions event referred to in clause 4.2.1 it being accepted by the Parties that the right of employment termination shall be in lieu of any other right of their directors or employ any Person; or (ix) permit any of their insurances (if any) to lapse or do anything which would make any policy of insurance void or voidable; or (x) pass any resolution of their shareholders or quotaholders, as applicable, whether in general meeting or otherwise; or (xi) agree, conditionally or otherwise, to do any of the foregoing; or (xii) in any other way depart from the ordinary course of their day-to-day business; or (xiii) do or omit to do, or cause to be done or omitted to be done, any act, transaction or thing which would result (or be likely to result) in (I) any of the Warranties being untrue or inaccurate at the Closing Date and/or (II) any direct or indirect negative impact and/or effect on the transactions (or part thereof) contemplated by this Master Agreement. 8.2 The Seller shall immediately notify the Purchaser in writing of relation to such event, including any matter or thing which arises or becomes known right to it before the Closing which (notwithstanding the preceding paragraph) constitutes (or would after the lapse of time constitute) a misrepresentation or a breach of claim damages, make any claim in respect of the Warranties or seek any reduction in the undertakings or other obligations on Consideration. 4.2.5 The rights set out in this clause 4.2 shall not apply in respect of any event giving rise to physical damage to the part of the Seller under this Master AgreementForties Field Facilities which occurs after Completion.