Common use of PERIOD BEFORE COMPLETION Clause in Contracts

PERIOD BEFORE COMPLETION. (a) Until Completion, unless the Purchaser otherwise agrees in writing or unless permitted or required by another provision of this Agreement (including to satisfy a condition) or as required by law, the Company will and Nyrstar will cause to the Company to: (i) carry on the Business in a prudent, business-like and efficient manner and maintain the Assets in the normal course and consistent with past practice, including using reasonable efforts to preserve the goodwill of the Business and maintain the Assets in good standing (to the extent applicable) and ensuring there is no cause that may trigger the termination of the Mineral Rights or Permits; (ii) take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the completion of the transactions and transfer of the Purchased Shares to the Purchaser; (iii) provide the Purchaser with copies of any and all material notices, documents and correspondence received or sent by it or to any Governmental Body in respect of the Business or the Assets, or the arrangements contemplated hereby; (iv) advise the Purchaser in writing of any material change of which it has knowledge in the condition (financial or otherwise) of the Company or the Assets or Business; (v) cooperate in obtaining all necessary and desirable consents and regulatory approvals in connection with the transactions contemplated herein; (vi) request that the Company’s employees take all vacation time to the extent that they are entitled to do so under their employment arrangements prior to Completion, provided that the Company need not make such request if it would interfere with the Company’s operations during the period between execution of this Agreement and Completion and provided that the Company will not be required to make any request where it has a reasonable belief that such request would be contrary to Applicable Law or any employment agreement in effect with an employee; (vii) accurately record and maintain the Company’s Books and Records in accordance with all applicable legal requirements. (b) Until Completion, unless the Purchaser otherwise agrees in writing or unless permitted or required by another provision of this Agreement (including to satisfy a condition) or as required by law, the Company will not and Nyrstar will not permit the Company to: (i) increase, reduce or otherwise alter its share capital or grant any options for the issue of Shares or other securities; (ii) alter the provisions of its constating documents; (iii) declare, pay, make or authorize the payment of dividends in cash, in specie or in kind, or any reduction in paid-up capital of the Company; (iv) buy back its Shares; (v) take any action, or refrain from taking any action, or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the transaction contemplated by this Agreement or would render, or that could reasonably be expected to render, any representation or warranty made by Nyrstar or the Company in this Agreement untrue or inaccurate in any material respect at any time prior to the time of Completion if then made; (vi) make a distribution or revaluation of, create, grant or allow an Encumbrance over or affecting, the Assets (other than the Permitted Encumbrances); (vii) transfer, sell, consume or otherwise dispose of the Assets; (viii) enter into, modify, amend or terminate any contract in relation to the Business or the Assets, except for an arm’s length contract in the ordinary course of business and which is not material; (ix) create or grant any loan or grant of credit; (x) settle any account receivable of a material nature at less than its face value net of any reserve for that account; (xi) other than in the ordinary course of business, make any expenditure or incur any liabilities or commitments greater than US$10,000; (xii) appoint or permit the appointment of a liquidator, receiver, trustee in bankruptcy, or similar official for the Company; (xiii) enter into any abnormal or unusual transaction which relates to or adversely affects its Business or the Assets; (xiv) conduct or propose a settlement of any litigation; (xv) change the Company’s management or board of directors; or (xvi) increase the compensation of employees of the Company, or any increase in any compensation or bonus payable to any officer, employee, consultant or agent thereof. (c) Prior to, and then between the date of this Agreement and Completion, the Company will start transferring to Related Bodies Corporate of Nyrstar certain legal rights, personnel and assets as further detailed in Schedule 6. To the extent that if any of these are not transferred at Completion, the Purchaser shall assist the Company to complete such transfers at Nyrstar’s cost. (d) Until Completion, unless Nyrstar otherwise agrees in writing, the Purchaser will: (i) take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the completion of the transactions and transfer of the Purchased Shares to the Purchaser; (ii) cooperate in obtaining all necessary and desirable consents and regulatory approvals in connection with the transactions contemplated herein; and (iii) not take any action, or refrain from taking any action, or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the transaction contemplated by this Agreement or would render, or that could reasonably be expected to render, any representation or warranty made by the Purchaser in this Agreement untrue or inaccurate in any material respect at any time prior to the time of Completion if then made.

PERIOD BEFORE COMPLETION. 6.1 Carrying on of Business Seller shall, between the date of this Agreement and the Completion Date, subject to obligations of confidentiality where relevant: (a) Until Completioncarry out and meet its obligations pursuant to the Joint Venture Operating Agreement as directed by the Buyer, unless the Purchaser otherwise agrees provided that, in writing Seller s view, such acts or unless permitted omissions do not create any additional or required by another provision of this Agreement (including to satisfy unreasonable liability for Seller either as a condition) or as required by lawJoint Venturer, the Company will Operator or otherwise; (b) inform and Nyrstar will cause consult with the Buyer on all material matters relating to the Company tooperation of the Sale Assets and, in particular, Seller will inform and obtain the Buyer s approval (such approval not to be unreasonably or arbitrarily withheld or delayed) before it: (i) carry on approves any new work programme and budget of operations whether under the Business in a prudent, business-like and efficient manner and maintain the Assets in the normal course and consistent with past practice, including using reasonable efforts to preserve the goodwill of the Business and maintain the Assets in good standing (to the extent applicable) and ensuring there is no cause that may trigger the termination of the Mineral Rights Joint Venture Operating Agreement or Permitsotherwise; (ii) take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, approves any drilling operations which are not at the execution and delivery date of this Agreement approved or identified in an approved work programme and the other agreements and documents contemplated hereby and the completion of the transactions and transfer of the Purchased Shares to the Purchaserbudget; (iiic) provide the Purchaser with copies not dispose of any and all material notices, documents and correspondence received or sent by it or to any Governmental Body Sale Assets with a realisable value in respect excess of the Business or the AssetsUS$10,000 other than disposals of Petroleum, or the arrangements contemplated hereby; (iv) advise the Purchaser in writing of any material change of which it has knowledge in the condition (financial or otherwise) of the Company or the Assets or Business; (v) cooperate in obtaining all necessary and desirable consents and regulatory approvals in connection with the transactions contemplated herein; (vi) request that the Company’s employees take all vacation time to the extent that they are entitled to do so under their employment arrangements prior to Completion, provided that the Company need not make such request if it would interfere with the Company’s operations during the period between execution of this Agreement and Completion and provided that the Company will not be required to make any request where it has a reasonable belief that such request would be contrary to Applicable Law or any employment agreement in effect with an employee; (vii) accurately record and maintain the Company’s Books and Records in accordance with all applicable legal requirements. (b) Until Completion, unless the Purchaser otherwise agrees in writing or unless permitted or required by another provision of this Agreement (including to satisfy a condition) or as required by law, the Company will not and Nyrstar will not permit the Company to: (i) increase, reduce or otherwise alter its share capital or grant any options for the issue of Shares or other securities; (ii) alter the provisions of its constating documents; (iii) declare, pay, make or authorize the payment of dividends in cash, in specie or in kind, or any reduction in paid-up capital of the Company; (iv) buy back its Shares; (v) take any action, or refrain from taking any action, or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the transaction contemplated by this Agreement or would render, or that could reasonably be expected to render, any representation or warranty made by Nyrstar or the Company in this Agreement untrue or inaccurate in any material respect at any time prior to the time of Completion if then made; (vi) make a distribution or revaluation of, create, grant or allow an Encumbrance over or affecting, the Assets (other than the Permitted Encumbrances); (vii) transfer, sell, consume or otherwise dispose of the Assets; (viii) enter into, modify, amend or terminate any contract in relation to the Business or the Assets, except for an arm’s length contract in the ordinary course of business and which is not material; (ix) create or grant any loan or grant of credit; (x) settle any account receivable of a material nature at less than its face value net of any reserve for that account; (xi) other than receivables in the ordinary course of business, make any expenditure without first obtaining the Buyer s approval (which shall not be unreasonably or incur any liabilities arbitrarily withheld or commitments greater than US$10,000delayed); (xiid) appoint or permit not create any Encumbrances over any of the appointment of a liquidator, receiver, trustee in bankruptcy, or similar official for the Company; (xiii) enter into any abnormal or unusual transaction which relates to or adversely affects its Business or the Sale Assets; (xive) conduct or propose a settlement of any litigation; (xv) change the Company’s management or board of directors; or (xvi) increase the compensation of employees not, in respect of the Company, or any increase in any compensation or bonus payable to any officer, employee, consultant or agent thereof. (c) Prior to, and then between the date of this Agreement and Completion, the Company will start transferring to Related Bodies Corporate of Nyrstar certain legal rights, personnel and assets as further detailed in Schedule 6. To the extent that if any of these are not transferred at Completion, the Purchaser shall assist the Company to complete such transfers at Nyrstar’s cost. (d) Until Completion, unless Nyrstar otherwise agrees in writing, the Purchaser willSale Assets: (i) take all necessary corporate action, steps and proceedings to approve give notice of or authorize, validly and effectively, the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the completion of the transactions and transfer of the Purchased Shares to the Purchaserotherwise institute any sole risk operation; (ii) cooperate farm out the Sale Assets; or (iii) surrender or relinquish any part of the Sale Assets (subject to any requirement pursuant to the Petroleum Legislation); (f) provide to the Buyer copies of all significant Information in obtaining all necessary respect of the Permit during that time, including any geological, geophysical or engineering or other interpretations, forecasts or evaluations of such Information; (g) provide the Buyer with reasonable access to employees and desirable consents and regulatory approvals in connection management of Seller to assist with the transactions contemplated hereintransition and to enable the Buyer and its personnel to become familiar with the operation of the Sale Assets; and (iiih) not take seek any action, or refrain from taking any action, or permit any action variations to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion conditions of the transaction contemplated by this Agreement or would render, or that could reasonably be expected Permit without the Buyer's prior written consent (subject to render, any representation or warranty made by the Purchaser in this Agreement untrue or inaccurate in any material respect at any time prior requirement pursuant to the time of Completion if then madePetroleum Legislation).

PERIOD BEFORE COMPLETION. 5.1 The Seller shall ensure that during the period beginning on the signing of this Agreement and ending at Completion: (a) Until Completionthe Company shall not, unless without the Purchaser otherwise agrees prior consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), take any action set out in writing or unless Schedule 2; (b) to the extent permitted or required by another provision of this Agreement (including to satisfy a condition) or as required by lawunder Competition Law and the German Investment Screening Laws, and in all cases in compliance with applicable data protection laws, the Buyer receives advance notice of and is allowed to be present as an observer, through any duly authorised representative, at any meeting of the board of directors of the Company will and Nyrstar will cause held during that period, if any; and (c) to the Company toextent permitted under Competition Law and the German Investment Screening Laws, and in all cases in compliance with applicable data protection laws, the Buyer and its agents and representatives are: (i) carry on given reasonable access during normal business hours to the Business in a prudent, business-like and efficient manner and maintain key employees of the Assets in the normal course and consistent with past practiceCompany, including using [***], and to the Properties upon reasonable efforts to preserve the goodwill prior written notice and accompanied by a representative of the Business and maintain the Assets in good standing (to the extent applicable) and ensuring there is no cause that may trigger the termination of the Mineral Rights or PermitsSeller; (ii) take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, with the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the completion prior consent of the transactions and transfer of the Purchased Shares Seller (not to be unreasonably withheld delayed or conditioned) introduced to the Purchaser; (iii) provide the Purchaser with copies of any suppliers and all material notices, documents and correspondence received or sent by it or to any Governmental Body in respect of the Business or the Assets, or the arrangements contemplated hereby; (iv) advise the Purchaser in writing of any material change of which it has knowledge in the condition (financial or otherwise) of the Company or the Assets or Business; (v) cooperate in obtaining all necessary and desirable consents and regulatory approvals in connection with the transactions contemplated herein; (vi) request that the Company’s employees take all vacation time to the extent that they are entitled to do so under their employment arrangements prior to Completion, provided that the Company need not make such request if it would interfere with the Company’s operations during the period between execution of this Agreement and Completion and provided that the Company will not be required to make any request where it has a reasonable belief that such request would be contrary to Applicable Law or any employment agreement in effect with an employee; (vii) accurately record and maintain the Company’s Books and Records in accordance with all applicable legal requirements. (b) Until Completion, unless the Purchaser otherwise agrees in writing or unless permitted or required by another provision of this Agreement (including to satisfy a condition) or as required by law, the Company will not and Nyrstar will not permit the Company to: (i) increase, reduce or otherwise alter its share capital or grant any options for the issue of Shares or other securities; (ii) alter the provisions of its constating documents; (iii) declare, pay, make or authorize the payment of dividends in cash, in specie or in kind, or any reduction in paid-up capital customers/clients of the Company; (iii) subject to clause 22, given reasonable prior notice of any press release or other public announcement relating to the Company; and (iv) buy back its Shares;it shall, and shall procure that the Company shall keep the Buyer fully and promptly informed in writing of the material progress, including all material developments, of the Transfer Pricing Audits and external costs and expenses incurred or payable in connection with such Transfer Pricing Audits and promptly provide copies of any material written correspondence that the Company receives or provides to the relevant Tax Authority in connection with the Transfer Pricing Audits (including, for the avoidance of doubt, any Final Determination), provided that where such correspondence contains confidential information of the Seller or the Seller’s Group (other than the Company), such confidential information shall first be redacted and copies of such redacted correspondence shall then be provided to the Buyer; and (v) take provided with reasonable additional information relating to the business and affairs of the Company as the Buyer may from time to time reasonably request. 5.2 During the period beginning on the signing of this Agreement and ending at Completion, the Seller shall not dispose of any actioninterest in or otherwise grant an Encumbrance in respect of any of the Sale Shares. 9515941 v1 5.3 The Seller shall promptly notify the Buyer in writing of any matter which becomes known to it before Completion and which constitutes, or refrain from taking any action, or permit any action to be taken or not taken, inconsistent with a breach of the previous provisions of this Agreement or which would reasonably be expected to materially impede the completion clause, a breach of any of the transaction contemplated by this Agreement Warranties, may give rise to a Tax Claim or would rendera Material Adverse Change. 5.4 The Seller shall, or that could reasonably be expected to renderon the 7th Business Day before the Completion Date, any representation or warranty made by Nyrstar or notify the Company in this Agreement untrue or inaccurate in any material respect at any time prior to Buyer of the time of Estimated Completion if then made; (vi) make a distribution or revaluation of, create, grant or allow an Encumbrance over or affectingCash, the Assets (other than Estimated Completion Debt, the Permitted Encumbrances);Estimated Working Capital and Estimated Shareholder Loan. (vii) transfer5.5 Any notice given under clause 5.4 shall be given in good faith, sell, consume or otherwise dispose as soon as reasonably practicable after 5.30p.m. on the relevant date and shall be accompanied by a breakdown of the Assets; items comprised within each estimate (viii) enter into, modify, amend or terminate any contract including in relation to the Business or the Assets, except for an arm’s length contract in the ordinary course of business and which is not material; (ix) create or grant any loan or grant of credit; (x) settle any account receivable of a material nature at less than its face value net of any reserve for that account; (xi) other than in the ordinary course of business, make any expenditure or incur any liabilities or commitments greater than US$10,000; (xii) appoint or permit the appointment of a liquidator, receiver, trustee in bankruptcy, or similar official for the Company; (xiii) enter into any abnormal or unusual transaction which relates to or adversely affects its Business or the Assets; (xiv) conduct or propose a settlement of any litigation; (xv) change the Company’s management or board of directors; or (xvi) increase the compensation of employees of the Company, or any increase in any compensation or bonus payable to any officer, employee, consultant or agent thereof. (c) Prior to, and then between the date of this Agreement and CompletionEstimated Completion Debt, the Company will start transferring information relating to Related Bodies Corporate of Nyrstar certain legal rights, personnel Borrowings) and assets as further detailed in Schedule 6any relevant supporting documentation. To the extent The Seller shall provide (and shall ensure that if any of these are not transferred at Completion, the Purchaser shall assist the Company provides) any information in relation to complete such transfers at Nyrstar’s costthose estimates as the Buyer may from time to time reasonably require. (d) Until Completion, unless Nyrstar otherwise agrees in writing, the Purchaser will: (i) take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the completion of the transactions and transfer of the Purchased Shares to the Purchaser; (ii) cooperate in obtaining all necessary and desirable consents and regulatory approvals in connection with the transactions contemplated herein; and (iii) not take any action, or refrain from taking any action, or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the transaction contemplated by this Agreement or would render, or that could reasonably be expected to render, any representation or warranty made by the Purchaser in this Agreement untrue or inaccurate in any material respect at any time prior to the time of Completion if then made.

PERIOD BEFORE COMPLETION. (a) Until Completion, unless 5.1 Carrying on of business Between the Purchaser otherwise agrees in writing or unless permitted or required by another provision of this Agreement (including to satisfy a condition) or as required by law, the Company will and Nyrstar will cause to the Company to: (i) carry on the Business in a prudent, business-like and efficient manner and maintain the Assets in the normal course and consistent with past practice, including using reasonable efforts to preserve the goodwill of the Business and maintain the Assets in good standing (to the extent applicable) and ensuring there is no cause that may trigger the termination of the Mineral Rights or Permits; (ii) take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution and delivery date of this Agreement and the other agreements earlier of Completion and documents contemplated hereby and termination of this Agreement, the completion of the transactions and transfer of the Purchased Shares to the Purchaser;Seller must ensure that: (iiia) provide the Purchaser with copies of any and all material notices, documents and correspondence received or sent by it or to any Governmental Body in respect of the Business or the Assets, or the arrangements contemplated hereby; (iv) advise the Purchaser in writing of any material change of which it has knowledge is conducted materially in the condition (financial or otherwise) of the Company or the Assets or Business; (v) cooperate in obtaining all necessary ordinary course and desirable consents and regulatory approvals in connection with the transactions contemplated herein; (vi) request that the Company’s employees take all vacation time to the extent that they are entitled to do so under their employment arrangements prior to Completion, provided that the Company need not make such request if it would interfere with the Company’s operations during the period between execution of this Agreement and Completion and provided that the Company will not be required to make any request where it has a reasonable belief that such request would be contrary to Applicable Law or any employment agreement in effect with an employee; (vii) accurately record and maintain the Company’s Books and Records in accordance with all applicable legal requirements.good practices and procedures ordinarily and customarily followed in the international petroleum exploration and development industry; (b) Until Completionno Encumbrances (other than a Permitted Encumbrance) are created over any part of the Assigned Interest; (c) it does all things required to maintain the PRL 15 Title in good standing, unless continues to meet all obligations relating to the Purchaser otherwise agrees PRL 15 Title and the Assigned Interest, including making any payments which become due for payment under the PRL 15 Title, and conducts all operations and activities in writing or unless permitted or required by another provision of this Agreement (including to satisfy a condition) or accordance with, and as required by law, the Company will not Act and Nyrstar will not permit associated regulations and directions under the Company to: (i) increase, reduce or otherwise alter its share capital or grant any options for the issue of Shares or other securitiesAct; (iid) alter the provisions of it does not and shall procure that its constating documents; (iii) declareRelated Bodies Corporate do not sell, payoffer for sale, make transfer, assign or authorize the payment of dividends in cash, in specie or in kind, or any reduction in paid-up capital of the Company; (iv) buy back its Shares; (v) take any action, or refrain from taking any action, or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the transaction contemplated by this Agreement or would render, or that could reasonably be expected to render, any representation or warranty made by Nyrstar or the Company in this Agreement untrue or inaccurate in any material respect at any time prior to the time of Completion if then made; (vi) make a distribution or revaluation of, create, grant or allow an Encumbrance over to exist any Encumbrance, trust, option or affecting, other right in relation to the Assets whole or any part of the Assigned Interest (other than the Permitted Encumbrances)) or relinquish or surrender or agree to relinquish or surrender all or part of the PRL 15 Title; (viie) transferexcept for the rig contract associated with the Appraisal Work Program, sell, consume no contracts or otherwise dispose arrangements are entered into in respect of the AssetsAssets requiring the payment of more than five million U.S. dollars (US$5,000,000) in any twelve (12) month period unless otherwise agreed by the Buyer; (viiif) enter intoit does not (and shall not agree to), modifywithout the prior written consent of the Buyer (such consent not to be unreasonably withheld or delayed), amend amend, vary, waive, supplement or terminate any contract in relation provision of the PRL 15 Title or any material agreement relating to the Business PRL 15 Title; (g) the Buyer is kept fully informed of material matters relating to the Assigned Interest and the PRL 15 Title, including the adoption or proposal of any work programme and/or budget, drilling proposals and the occurrence of (i) any written notice of default or termination with respect to the PRL 15 Title (ii) any written notice of any pending or threatened claim, demand, action, suit, inquiry or proceeding related to the PRL 15 Title or the Assets, except for an arm’s length contract in (iii) any material damage, destruction or loss to major assets under the ordinary course of business and which is not material; PRL 15 Title or (ixiv) create any event or grant any loan or grant of credit; (x) settle any account receivable of a material nature at less than its face value net of any reserve for that account; (xi) other than in the ordinary course of business, make any expenditure or incur any liabilities or commitments greater than US$10,000; (xii) appoint or permit the appointment of a liquidator, receiver, trustee in bankruptcy, or similar official for the Company; (xiii) enter into any abnormal or unusual transaction which relates to or adversely affects its Business or the Assets; (xiv) conduct or propose a settlement of any litigation; (xv) change the Company’s management or board of directors; or (xvi) increase the compensation of employees of the Company, or any increase in any compensation or bonus payable to any officer, employee, consultant or agent thereof. (c) Prior to, and then condition between the date of this Agreement and Completion, Completion that would render impossible the Company will start transferring to Related Bodies Corporate of Nyrstar certain legal rights, personnel and assets as further detailed in Schedule 6. To the extent that if any of these are not transferred at Completion, the Purchaser shall assist the Company to complete such transfers at Nyrstar’s cost. (d) Until Completion, unless Nyrstar otherwise agrees in writing, the Purchaser will: (i) take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the completion of the transactions and transfer of the Purchased Shares to the Purchaser; (ii) cooperate in obtaining all necessary and desirable consents and regulatory approvals in connection with the transactions Assigned Interest as contemplated hereinhereunder; and (iiih) not take any actionit uses its reasonable efforts to maintain compliance in all material respects with all of the material agreements in relation to PRL 15 Title to which it is, or refrain from taking any actionits Related Bodies Corporate are, or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the transaction contemplated by this Agreement or would render, or that could reasonably be expected to render, any representation or warranty made by the Purchaser in this Agreement untrue or inaccurate in any material respect at any time prior to the time of Completion if then madea party.