Common use of PERIOD TO COMPLETION Clause in Contracts

PERIOD TO COMPLETION. 4.1 The Seller undertakes with the Buyer to procure that each Group Company shall: (a) operate its business and activities in their usual course and in such a manner between the date of this agreement and the Completion Date as to ensure that no act or event shall occur during that period which would be reasonably expected to result in a breach of the Warranties upon their repetition immediately prior to Completion; and (b) comply with each of the undertakings set out in schedule 5. 4.2 Pending Completion, the Buyer and any person authorised by it shall be given reasonable access to the books and records of each Group Company and the directors and employees of each Group Company shall be instructed to give all such information and explanations as the Buyer or any such person acting on the Buyer’s behalf may reasonably request. 4.3 If: (a) the Seller is in breach of any of the Warranties; or (b) there shall occur any act or event which upon Completion would or might reasonably be expected to result in a breach of any of the Warranties were they repeated immediately prior to Completion by reference to the facts and circumstances then existing; or (c) there is any breach or non-fulfilment by the Seller of its obligations hereunder; or (d) between the date of this agreement and Completion there is any material adverse change in the business, operations, assets, liabilities or financial position of the Group taken as a whole (excluding world, regional or industry events that are not peculiar to the Group or any of its members), which in any such case is incapable of remedy or, if capable of remedy, is not remedied by the Seller by the Completion Date or (if earlier) within seven days after notice thereof from the Buyer requiring the same to be remedied, then in any such case the Buyer shall be entitled (in addition and without prejudice to any other rights or remedies it may have against the Seller under this agreement or otherwise) to elect by notice in writing to the Seller not to complete the purchase of the Shares, in which event clause 4.5 shall apply and this agreement shall automatically terminate save that the rights and liabilities of the Parties which have accrued prior to termination shall continue to subsist, including those under this clause 4.3 and clauses 11, 12, 14 and 17 to 25 (inclusive). 4.4 The Seller undertakes to the Buyer that it will disclose forthwith in writing to the Buyer any matter or thing which may arise or become known to it after the date hereof which is inconsistent with any of the Warranties were they to be repeated at Completion by reference to the facts and circumstances then subsisting. 4.5 If the Buyer elects not to complete the purchase of the Shares as provided in clause 4.3 (in the case of sub-clause (d) of clause 4.3, as a result of the breach by the Seller of any of its obligations under this agreement), then (in addition and without prejudice to any other rights or remedies the Buyer may have against the Seller) the Seller shall indemnify the Buyer against all costs, charges and expenses incurred by it in connection with the proposed sale and purchase of the Shares. 4.6 At least five Business Days prior to the date fixed for Completion, the Seller, acting reasonably and in good faith (but otherwise without liability), shall provide to the Buyer a written estimate, together with reasonable supporting documentation, of the Debt and Cash as at the date fixed for Completion.

PERIOD TO COMPLETION. 4.1 The Seller undertakes Principal Management Employees and the Company undertake with the Buyer Purchaser to procure that each Group Company shall: (a) shall operate its business and activities in their usual course course, and in such a manner between the date of this agreement and the Completion Date as to ensure that no act or event shall occur during that period which would be reasonably expected to result in a breach of the Warranties upon their repetition immediately prior to Completion; and (b) comply with each of the undertakings set out in schedule 57. 4.2 Pending Completion, the Buyer Principal Management Employees will use all reasonable endeavours to procure that (a) the Purchaser and any person authorised by it shall be given reasonable full access to the Properties and to all the books and records of each Group Company (including without limitation, all books and records and other documentation or information whatsoever regarding each Group Company's Intellectual Property, subject to obtaining consents of third parties where appropriate, as well as all books and records and other documentation or information whatsoever regarding any other company's Intellectual Property which is in the possession of, or under the control of, any Group Company, subject to obtaining consents of third parties where appropriate), provided that prior to Completion, the Principal Management Employees shall not be obliged to disclose any board minutes or other documents containing information relating to proposals received from third parties in connection with a sale of the Shares or any substantial part of the business or assets of the Group, and (b) the directors and employees and auditors and other advisers of each Group Company shall be instructed to give promptly all such information and explanations as the Buyer Purchaser or any such person acting on the Buyer’s behalf may reasonably request. 4.3 If:, prior to Completion:- (a) any of the Seller Principal Management Employees is in breach of any of the WarrantiesWarranties or any of the Investors is in breach of the warranties set forth in clause 6.3 hereof; or (b) there shall occur any act or event which upon Completion would or might reasonably be expected to result in a breach of any of the Warranties or any of the warranties set forth in clause 6.3 were they repeated immediately prior to Completion by reference to the facts and circumstances then existingCompletion; or (c) there is any breach or non-fulfilment by the Seller of its obligations hereunder; or (d) between the date of this agreement and Completion there is any material adverse change in the business, operations, assets, liabilities or financial position of the Group taken as a whole (excluding world, regional Vendors of their undertakings or industry events that are not peculiar to the Group or any of its members), obligations hereunder which in any such case is is, in the opinion of the Purchaser, incapable of remedy or, if capable of remedy, is not remedied by the Seller such Vendor by the Completion Date or (if earlier) within seven days after notice thereof from the Buyer Purchaser requiring the same to be remedied, ; then in any such case the Buyer Purchaser shall be entitled (in addition and without prejudice to any other rights or remedies it may have against the Seller under this agreement or otherwise) to elect by notice in writing to the Seller Vendors not to complete the purchase of the Shares, in which event clause 4.5 shall apply and this agreement shall automatically terminate save that the rights and liabilities of the Parties parties which have accrued prior to termination under clauses 4.6 to 4.12 (inclusive), 9, 10 and 13 to 20 (inclusive) shall continue to subsist. Without restricting the rights of the Purchaser or the ability of the Purchaser to enforce any other legal rights or remedies available to it, including those under the Vendors expressly acknowledge that the Purchaser shall be entitled to receive specific performance of the terms of this clause 4.3 and clauses 11, 12, 14 and 17 to 25 (inclusive)agreement upon the fulfilment or waiver of the Conditions. 4.4 The Seller Each of the Principal Management Employees and the Company undertakes to the Buyer Purchaser that it will disclose forthwith in writing to the Buyer Purchaser any matter or thing which may arise or become becomes known to it after the date hereof which is is, in the reasonable opinion of the Principal Management Employees, inconsistent with any of the Warranties were they or which is material to the business of any Group Company. Any such disclosures made prior to Completion shall be deemed to be repeated at Completion by reference to valid and proper disclosures against the facts Warranties and circumstances then subsistingshall have the effect of qualifying the Warranties. 4.5 If Promptly following the Buyer elects not date hereof, the Board of Directors of the Company shall adopt a resolution approving the terms of this agreement and duly authorising the Company to complete perform its obligations under this agreement and to take such further actions as are reasonably necessary to consummate the transactions contemplated by this agreement. 4.6 Each of the Investors undertakes and agrees on their own behalf only that between the date of this agreement and the earlier of:- (i) Completion; (ii) the termination of this agreement; and (iii) 3/rd/ September 1999 it will not:- (a) solicit, initiate or accept any offer from any person relating to the acquisition or purchase of all or any of the Shares owned by that Investor; (b) participate in any negotiations with any Person (other than the Purchaser, its officers and employees and advisors) in connection with a sale of the Shares held by that Investor; and (c) take any affirmative action to require the directors of the Company to bring about a sale by the Company of all or substantially all of its assets and undertaking (such sale being referred to in this clause 4 as provided in clause 4.3 an "Asset Sale"). 4.7 Each Investor shall immediately (a) cease any existing discussions, conversations and negotiations to which they are a party with respect to any proposed sale or disposal of any of the Shares or an Asset Sale; and (b) each of the Investors shall instruct their own respective advisors to terminate all such existing discussions, conversations and negotiations to which they are a party with respect to any proposed sale or disposal of any of the Shares or an Asset Sale. 4.8 If following a breach of any of the provisions of clauses 4.6 or 4.7 by any Investor (in this clause a "Breaching Investor") (i) a sale of any of the case Shares owned by that Investor; or (ii) an Asset Sale, occurs, in either case, prior to 3rd June 2000, then the Purchaser shall have the right to either (i) require all of sub-the Breaching Investors to pay the Purchaser in ------ complete satisfaction of the Breaching Investor's liability under clause 4.6 or 4.7 an aggregate sum of $2.5 million, liability for such payment to be divided equally between each Breaching Investor, or (dii) claim damages -- against the Breaching Investor on any basis available at law to the Purchaser for such Investor's breach of clause 4.34.6 or 4.7 including, without limitation, a claim to receive a payment from the Breaching Investor in an amount necessary to put the Purchaser into the position which would have existed if clauses 4.6 or 4.7 had not been breached, together with all costs and expenses incurred by the Purchaser as a result of the such breach together with all costs and expenses incurred by the Seller of Purchaser. 4.9 Following the discharge by any Investor of its obligations under clause 4.8, the Investors' liability under this agreement)agreement and the Transaction Documents shall cease and determine. 4.10 For the avoidance of doubt the provisions in clauses 4.6 through 4.8 (inclusive) shall not survive Completion. 4.11 If there is an affirmative statement to any Investor or Principal Management Employee by an Executive Officer of the Purchaser, or on behalf of any such an Executive Officer, that the Purchaser will not proceed to Completion at a price of $26,945,750 then notwithstanding any other provision of this agreement to the contrary, the provisions of clauses 4.6 to 4.9 (inclusive) shall immediately cease and determine and the Investors shall have no further liability pursuant to those clauses. (i) Each of the Vendors (other than the Investors and Digital Projection Trustee Limited) severally undertake and agree that between the date of this agreement and the earlier of (i) the Completion and (ii) the termination of this agreement he will not (a) solicit or initiate any other proposals or accept offers from any person relating to any acquisition or purchase of all or any portion of the shares of the Company (other than pursuant to the DPI Stock Option Plan) or the shares of any Subsidiary or all or any material portion of the assets of the Group (taken as a whole) or (b) actively, on his own behalf or on behalf of any Group Company, participate in addition and without prejudice any discussions, conversations or negotiations regarding, or furnish to any other rights or remedies the Buyer may have against the Seller) the Seller shall indemnify the Buyer against all costs, charges and expenses incurred by it in connection person any information with the proposed sale and purchase intention of assisting such person to seek to do, any of the Sharesforegoing. Each of the Vendors (other than the Investors and Digital Projection Trustee Limited) shall immediately cease and cause the Company's financial advisers to be instructed to cease all existing discussions, conversations or negotiations conducted heretofore with respect to any of the foregoing. 4.6 At least five Business Days (ii) Unless prohibited by contract, law or other regulation, each of the Vendors (other than the Investors and Digital Projection Trustee Limited) shall notify the Purchaser promptly upon any such proposal or offer with respect thereto being made to him and, unless so prohibited shall set out in such notice in reasonable detail the identity of such person and the terms and conditions of such proposal or offer. Each of the Vendors (other than the Investors and Digital Projection Trustee Limited) agrees not, without the prior written consent of the Purchaser, to release any person from, or waive any provision of, any standstill agreement to which he, the Company or any Subsidiary is a party. (iii) Following a breach by any of the Vendors (other than the Investors and Digital Projection Trustee Limited) of any of the provisions of clauses 4.12(i) or 4.12(ii), if: a) a sale of any of the Shares of that Vendor; or b) an Asset Sale, occurs in either case prior to 3rd June 2000, then the date fixed for CompletionPurchaser shall have the right to either a) require the breaching Vendor to pay the Purchaser in complete satisfaction of the breaching Vendor's liability under clause 4.12(i) or 4.12(ii), the Seller, acting reasonably and in good faith sum set opposite such breaching Vendor's name below: Xxxxx Xxxxxxxxx (but otherwise without liability), shall provide to the Buyer a written estimate, together with reasonable supporting documentation, of the Debt and Cash as at the date fixed for Completion.Pounds) 50,000 Xxxxxxx Xxxxxx (Pounds) 25,000 Xxxx Xxxx (Pounds) 25,000 Xxxx Xxxxxxxxx (Pounds) 25,000 Xxxxxx Xxxxx (Pounds) 25,000 Xxxxx Xxxxx (Pounds) 25,000 Xxxxxxx Xxxxxxx (Pounds) 25,000 or,

PERIOD TO COMPLETION. 4.1 The Other than with the prior written consent of the Buyer (such consent not to be unreasonably withheld or delayed), and pending Completion, the Seller undertakes with the Buyer to procure that each Group Company (other than Corus Tianjin) shall, and undertakes (so far as it is reasonably able) that Corus Tianjin shall: (a) operate its business and activities in their ordinary and usual course so as to maintain the Business as a going concern and in such a manner between accordance in all material respects with the date of this agreement and the Completion Date as to ensure that no act or event shall occur during that period which would be reasonably expected to result in a breach of the Warranties upon their repetition immediately prior to CompletionBudget; and (b) comply with each of the undertakings set out in schedule 510, provided that the Seller shall be permitted to effect the Pre-Sale Re-Organisation, take any action requested in writing by the Buyer, and take any action that is required in an emergency or disaster situation to the extent that such action would minimize any adverse impact of such situation on the Business. 4.2 Pending CompletionSubject to clause 4.3, the Buyer and any person authorised by it shall be given reasonable access Seller undertakes to the books Buyer to procure that it shall, and records that the Group Companies and members of each the Seller's Group Company and the directors and employees of each Group Company shall be instructed to shall, give all such information reasonable assistance to the Buyer in raising equity and explanations debt financing for the acquisition of the Shares as the Buyer or any such person acting on reasonably requests including, without limitation, and in addition to the Buyer’s behalf may reasonably request. 4.3 Ifdelivery of the Second 2004 and 2005 IFRS Audited Accounts and the 2005 and 2006 IFRS Unaudited Quarterly Accounts: (a) the Seller is participating in breach of any of the Warranties; ormeetings, presentations, drafting sessions, management presentation sessions, "roadshows", sessions with rating agencies, and due diligence sessions; (b) there shall occur any act or event which upon Completion would or might reasonably be expected to result assisting in a breach the preparation of any of the Warranties were they repeated immediately prior to Completion by reference to the facts offering documentation and circumstances then existing; ormaterials for rating agency presentations; (c) there is assisting in any breach tax or non-fulfilment by the Seller of its obligations hereunder; orother structural planning; (d) between facilitating security arrangements and the date pledging of this agreement collateral; and (e) obtaining accountant's comfort letters, legal opinions, surveys and Completion there is any material adverse change in title insurance, each as reasonably requested by the business, operations, assets, liabilities or financial position Buyer. 4.3 The obligations of the Group taken as a whole (excluding world, regional or industry events that are not peculiar Seller in clause 4.2 above shall be subject to the Group or any of its members), which in any Buyer: (a) only requesting such case is incapable of remedy or, assistance if capable of remedy, it is not remedied by reasonably possible for the Buyer to take such action itself; (b) indemnifying the Seller by (for itself and on behalf of the Completion Date or (if earlierSeller's Group) within seven days after notice thereof from the Buyer requiring the same to be remedied, then in for any such case the Buyer shall be entitled (in addition and without prejudice to any other rights or remedies it may have against liability the Seller under this agreement or otherwise) to elect by notice in writing to the Seller not to complete the purchase and any member of the Shares, in which event clause 4.5 shall apply and this agreement shall automatically terminate save that the rights and liabilities of the Parties which have accrued prior Seller's Group has to termination shall continue to subsist, including those under this clause 4.3 and clauses 11, 12, 14 and 17 to 25 (inclusive). 4.4 The Seller undertakes to the Buyer that it will disclose forthwith in writing to the Buyer any matter or thing which may arise or become known to it after the date hereof which is inconsistent with any of the Warranties were they to be repeated at Completion by reference to the facts and circumstances then subsisting. 4.5 If the Buyer elects not to complete the purchase of the Shares as provided in clause 4.3 (in the case of sub-clause (d) of clause 4.3, third parties as a result of the breach Seller providing (or procuring the provision of) such assistance; and (c) reimbursing the Seller for all reasonable documented out-of-pocket expenses (excluding internal overheads) incurred by the Seller of any of its obligations under this agreement), then (in addition and without prejudice to any other rights or remedies the Buyer may have against the Seller) the Seller shall indemnify the Buyer against all costs, charges 's Group in providing such assistance together with any irrecoverable VAT provided that any costs and expenses incurred by it the auditors in connection with the proposed sale preparation and purchase delivery of the Shares. 4.6 At least five Business Days prior to the date fixed for Completion2005 and 2006 IFRS Unaudited Quarterly Accounts, the Seller, acting reasonably First 2004 and in good faith (but otherwise without liability), 2005 IFRS Audited Accounts and the Second 2004 and 2005 IFRS Audited Accounts shall provide to be for the Buyer a written estimate, together with reasonable supporting documentation, account of the Debt and Cash as at the date fixed for CompletionSeller.

PERIOD TO COMPLETION. 4.1 The Seller undertakes with the Buyer to procure that each Group Company shall: (a) operate its business and activities in their usual course and in such a manner between the today’s date of this agreement and the Completion Date as to ensure that no act or event shall occur during that period which would be reasonably expected to result in a breach of the Warranties upon their repetition immediately prior to Completion; and (b) comply with each of the undertakings set out in schedule 5. 4.2 Pending Completion, Completion the Buyer and any person authorised by it shall be given reasonable access to the London Property and in relation to any other property from which the business of any Group Company operates shall be given the same rights of access as are available to Seller, and to all the books and records of each Group Company and the directors and employees of each Group Company shall be instructed to give promptly all such information and explanations as the Buyer or any such person acting on the Buyer’s behalf may reasonably request. 4.3 If: (a) the Seller is in breach of any of the Warranties; or (b) there shall occur any act or event which upon Completion would or might reasonably be expected to result in a breach of any of the Warranties were they repeated immediately prior to Completion by reference to the facts and circumstances then existing; or (c) there is any breach or non-fulfilment by the Seller of any of its obligations hereunderhereunder required to be performed and satisfied by it on or prior to the Completion Date; or (db) between the date of this agreement and Completion there is any material adverse change (or additional facts or circumstances become known to or are disclosed to the Buyer that, if they had related to events occurring between the date of this agreement and Completion would have constituted a material adverse change) in the business, operations, assets, liabilities liabilities, position (financial, trading or financial position otherwise) profits or prospects of the Group taken as a whole (excluding world, regional or industry events that are not peculiar to the Group or any of its members), which event or circumstance that may result in any such case is incapable of remedy or, if capable of remedy, is not remedied by the Seller by the Completion Date or (if earlier) within seven days after notice thereof from the Buyer requiring the same to be remedied, a material adverse change then in any such case the Buyer shall be entitled (in addition and without prejudice to any other rights or remedies it may have against the Seller under this agreement or otherwise) to elect by notice in writing to the Seller not to complete the purchase of the Shares, in which event clause 4.5 shall apply and this agreement shall automatically terminate save that the rights and liabilities of the Parties parties which have accrued prior to termination shall continue to subsist, subsist including those under this clause 4.3 and clauses 11, 12, 14 13 and 17 16 to 25 23 (inclusive). 4.4 The Seller undertakes to the Buyer that it will disclose forthwith in writing to the Buyer any matter or thing which may arise or become known to it after the date hereof which is inconsistent with any of the Warranties were they to be repeated at Completion by reference to the facts and circumstances then subsistingWarranties. 4.5 If The Seller undertakes to the Buyer elects not to complete that it will secure at the purchase Seller’s cost assignments from Mxxxx Networks Limited or Mxxxx Networks N.V., as applicable, of the Shares as provided in clause 4.3 all trade marks (be they registered or unregistered) free from any Encumbrance subsisting anywhere in the case of sub-clause (d) of clause 4.3world which are owned by Mxxxx Networks Limited or Mxxxx Networks N.V., as a result of the breach by the Seller of applicable, and/or any of its obligations under this agreement), then (subsidiaries or holding companies in addition the Gains name and without prejudice associated logos as used in the business of any Group Company prior to any Completion so that the trade marks are assigned to Gains UK by way of the Trade Mxxx Assignment. The Seller further undertakes that it will procure changes to proprietary details at the relevant domain name registries for the domain names ‘gxxxx.xxx’ and all other rights domain names featuring the expression ‘Gains’ which the Seller or remedies the Buyer may have against a member of the Seller) ’s Group holds or has a contractual right to so that GAC becomes the named proprietor at the relevant registry and can take operational control of the domain names at Completion. 4.6 Notwithstanding anything contained herein to the contrary, the Seller shall indemnify the Buyer against at all costs, charges and expenses incurred by it in connection with the proposed sale and purchase of the Shares. 4.6 At least five Business Days times prior to the date fixed for CompletionCompletion Date retain control over the policies, the Sellerassets, acting reasonably ownership, and in good faith (but otherwise without liability), shall provide to the Buyer a written estimate, together with reasonable supporting documentation, operation of the Debt Gains US, including, without limitation, authority with respect to (a) personnel matters associated with the Company’s operation, (b) financial affairs of the Company, and Cash as at the date fixed for Completion(c) all FCC licensing and authorisation matters.

PERIOD TO COMPLETION. 4.1 The Seller undertakes with the Buyer shall, in addition to and without limiting its obligation under clause 4.2, procure that each Group Company shall: (a) operate its business and activities in their usual course and in such a manner between from the date of this agreement and the Completion Date as to ensure that no act or event shall occur during that period which would be reasonably expected to result in a breach of the Warranties upon their repetition immediately prior to until Completion; and (b) comply with each of the undertakings set out in schedule 5. 4.2 Pending Completion, the Buyer and any person authorised by it shall be given reasonable access to the books and records of each Group Company and the directors and employees of each Group Company shall be instructed to give all such information and explanations as the Buyer or any such person acting on the Buyer’s behalf may reasonably request. 4.3 If: (a) the Seller is in breach of any business of the Warranties; orTarget Group Companies is carried on in the usual and normal course; (b) there the Target Group Companies take all reasonable steps to preserve the goodwill of their respective businesses and continue to deal with the same in the ordinary course of business and shall occur any act do nothing which will or event which upon Completion would or might reasonably be expected likely to result in a breach of any of the Warranties were they repeated immediately prior to Completion by reference to the facts and circumstances then existinginjure such goodwill; orand (c) there none of the Target Group Companies shall enter into any contract or commitment or do anything which, in any such case, is any breach either out of the ordinary and usual course of its business or non-fulfilment by of a material nature in the context of the Target Group taken as a whole without the prior consent in writing of the Buyer. In particular, but without limiting the foregoing, the Seller of its obligations hereunder; or (d) between shall procure that from the date of this agreement and Completion there is until Completion, save with the prior consent in writing of the Buyer (such consent not to be unreasonably withheld), none of the Target Group Companies shall: (i) make any alteration to its memorandum or articles of association or any other document or agreement establishing, evidencing or relating to its constitution; or (ii) alter the nature or scope of its business or operations in any material adverse change respect; or (iii) manage its business otherwise than in accordance with its business and trading policies and practice currently carried on, except as may be necessary to comply with any legislative changes; or (iv) enter into any agreement or arrangement or permit any action whereby another company becomes its subsidiary or subsidiary undertaking; or (v) enter into any transaction other than on arms' length terms and for full and proper consideration; or (vi) acquire (whether by one transaction or by a series of transactions) the whole or a substantial or material part of the business, operationsundertaking or assets of any other person; or (vii) dispose of (whether by one transaction or by a series of transaction and whether or not in the ordinary course of business) the whole or any substantial or material part of its business, assetsundertaking or (except in the ordinary course of business) any other of its assets (save as disclosed in the Disclosure Letter); or (viii) incur or agree to incur any capital expenditure in excess of (Euro) 100,000 (other than capital expenditure committed and/or forecast as set out in the Disclosure Letter); or (ix) other than in the ordinary course of business and/or pursuant to existing funding arrangements take any loans, liabilities borrowings or other form of funding or financial position facility or assistance, or enter into any foreign exchange contracts, interest rate swaps, collars, guarantees or agreements or other interest rate instruments or any contracts or arrangements relating to derivatives or differences, or in respect of which the financial outcome is to any extent dependent upon future movements in an index or rate of currency exchange or interest, or in the price of any securities or commodities ; or (x) grant any loans or other financial facilities or assistance to or any guarantees or indemnities for the benefit of any person or create or allow to subsist any mortgage, charge or other Encumbrance over the whole or any part of its undertaking, property or assets (other than any disclosed in the Disclosure Letter or pursuant to an extension of the time period allowed for payment by creditors in respect of sums due in the normal course of business); or (xi) enter into any joint venture, partnership or agreement or arrangement for the sharing of profits or assets outside the ordinary course of business currently carried on; or (xii) enter into any new death, retirement, profit sharing, bonus, share option, share incentive or other scheme for the benefit of any of its officers or employees or make any variation (including, but without limitation, any increase in the rates of contribution) to any such existing scheme or effect any key man insurance (but allowing new members to be added to any existing schemes); or (xiii) commence, compromise or discontinue any legal or arbitration proceedings having a value of more than (Euro) 150,000 (other than routine debt collection and/or as set out in the Disclosure Letter); or (xiv) prematurely repay or prepay any loan, borrowings or other financial facilities or assistance made available to it having a value of more than (Euro) 200,000 (other than as set out in the Disclosure Letter); or (xv) terminate the employment or office of any of its directors, officers, consultants or Senior Executives or appoint any new director, officer or senior employee or consultant or materially alter the terms of employment or engagement of any director, senior employee or consultant with a salary of (Euro) 150,000 or more (other than as set out in the Disclosure Letter); or (xvi) declare, make or pay any dividend or distribution (whether of capital or of profits) other than as set out in the Disclosure Letter; or (xvii) make or permit any material amendment, variation, deletion, addition, renewal or extension to or of, or terminate or give any notice or intimation of termination of, any material contract or arrangement or breach or fail to comply with the terms of any contract or arrangement which is material in the context of the Target Group taken as a whole whole; or (excluding worldxviii) (other than in the course of conducting the business as currently operated) pay any remuneration, regional fee or industry events that are not peculiar to the Group or any of its members), which in any such case is incapable of remedy or, if capable of remedy, is not remedied by the Seller by the Completion Date or (if earlier) within seven days after notice thereof from the Buyer requiring the same to be remedied, then in any such case the Buyer shall be entitled (in addition and without prejudice other sum to any other rights Vendor, any person connected with or remedies it may have against the Seller under this agreement or otherwise) to elect controlled by notice in writing to the Seller not to complete the purchase of the Shares, in which event clause 4.5 shall apply and this agreement shall automatically terminate save that the rights and liabilities of the Parties which have accrued prior to termination shall continue to subsist, including those under this clause 4.3 and clauses 11, 12, 14 and 17 to 25 (inclusive). 4.4 The Seller undertakes to the Buyer that it will disclose forthwith in writing to the Buyer any matter or thing which may arise or become known to it after the date hereof which is inconsistent with any of the Warranties were they Vendors (other than remuneration properly accrued due or reimbursement of business expenses properly incurred, in each case as disclosed in the Disclosure Letter or of a value of (Euro) 150,000 or less, or as disclosed in the Disclosure Letter); or (xix) enter into any agreement relating to be repeated at Completion by reference or create any encumbrance or third party rights over any of the Properties or any rights appurtenant to any of them; or (xx) grant any right, title or interest in or to the facts Business IP; or (xxi) maintain and circumstances then subsisting. 4.5 If the Buyer elects not to complete the purchase of the Shares as provided pay all renewal fees in clause 4.3 (in the case of sub-clause (d) of clause 4.3, as a result of the breach by the Seller respect of any of its obligations under this agreementregistered business IP; or (xxii) enter into any agreement or obligation to do anything prohibited by clauses 4.1(c)(i) to 4.1(c)(xxi), then (in addition and without prejudice to any other rights or remedies the Buyer may have against the Seller) the Seller shall indemnify the Buyer against all costs, charges and expenses incurred by it in connection with the proposed sale and purchase of the Shares. 4.6 At least five Business Days prior to the date fixed for Completion, the Seller, acting reasonably and in good faith (but otherwise without liability), shall provide to the Buyer a written estimate, together with reasonable supporting documentation, of the Debt and Cash as at the date fixed for Completion.

PERIOD TO COMPLETION. 4.1 The Seller Xxxxxx undertakes with the Buyer to RoweCom to procure that each member of the Group Company shall:(including, in respect of each of the Asset Businesses, the relevant Asset Vendor) shall unless otherwise agreed in writing by RoweCom:- (a) operate its business and activities in their usual course and in such a manner between the today's date of this agreement and the Completion Date as to ensure that no act or event shall occur during that period which would be reasonably expected to result in a material breach of the Warranties upon their repetition immediately prior to CompletionCompletion and will not make or institute any material changes in its methods of purchase, sale, management, accounting or operation during such period; and (b) without prejudice to the generality of the foregoing, comply with each of the undertakings set out in schedule 5, provided that Xxxxxx shall not be liable under this clause 4.1 to the extent that such liability has arisen as a result of any act, omission or direction of the RoweCom Group. 4.2 Pending Completion, the Buyer and any person authorised by it shall be given reasonable access to the books and records of each Group Company and the directors and employees of each Group Company shall be instructed to give all such information and explanations as the Buyer or any such person acting on the Buyer’s behalf may reasonably request. 4.3 If:If:- (a) the Seller Xxxxxx is in material breach of any of the WarrantiesWarranties or there occur circumstances, facts, matters or events from time to time subsisting which would constitute a material breach of any of the Warranties or would give rise to a material claim under any of the Indemnities and/or the Tax Deed; or (b) there shall occur any act or event between the date hereof and Completion which upon Completion would or might reasonably be expected to result in a material breach of any of the Warranties were they repeated immediately prior to Completion by reference to the facts and circumstances then existingCompletion; or (c) there is any material breach or non-fulfilment by the Seller Xxxxxx of its obligations hereunder; or (d) between the date of this agreement and Completion there is any material adverse change in the business, operations, assets, liabilities or financial position of the Group taken as a whole (excluding world, regional or industry events that are not peculiar to the Group or any of its members), which in any such case is incapable of remedy or, if capable of remedy, is not remedied by the Seller Xxxxxx by the Completion Date or (if earlier) within seven days after notice thereof from the Buyer RoweCom requiring the same to be remedied, remedied then in any such case the Buyer RoweCom shall be entitled (in addition and without prejudice to any other rights or remedies it may have against the Seller under this agreement or otherwise) to elect by notice in writing to the Seller Xxxxxx not to complete the purchase of the SharesUS Shares and the Asset Businesses in accordance with clause 2.1, in which event clause 4.5 shall apply and this agreement shall automatically terminate save that the rights and liabilities of the Parties parties which have accrued prior to termination under clauses 15, 18, 19, 27 and 29 shall continue to subsist. For the purposes of this clause 4.2, including those "material" means material in the context of the sale and purchase of the Group as contemplated by this agreement when such sale and purchase of the Group is taken as a whole. 4.3 RoweCom shall not be entitled to exercise its right to not complete under this clause 4.3 and clauses 11agreement where the right or claim arises because a customer, 12, 14 and 17 to 25 (inclusive)employee or publisher notifies the Group or RoweCom or the Xxxxxx Group or otherwise decides after the Announcement Date that it will cease its business dealings or other relationship with the Group or will decrease the level of business with the Group or change the terms on which it does business with the Group. 4.4 The Seller Pending Completion RoweCom and any person authorised by it shall be given full access to the Properties and to all the books and records of each member of the Group by prior appointment during normal business hours and without causing undue disruption to the business of the Xxxxxx Group or the Group and the directors and employees of the Xxxxxx Group and each member of the Group shall be instructed to give promptly all such information and explanations as RoweCom or any such person may reasonably request. 4.5 Xxxxxx undertakes to the Buyer RoweCom that it will promptly disclose forthwith in writing to the Buyer RoweCom any matter or thing which may arise or become becomes known to it after the date hereof which and prior to Completion which:- (a) is inconsistent with any of the Warranties were they to be repeated at all times prior to Completion by reference to the facts and circumstances then subsisting; or (b) would be likely to give rise to a claim under the Indemnities and/or the Tax Deed. 4.5 If 4.6 For the Buyer elects avoidance of doubt, in the event that RoweCom exercises its right to not to complete the purchase of the Shares as provided in clause 4.3 (in the case of sub-clause (d) of clause 4.3, as a result of the breach by the Seller of any of its obligations under this agreement), then (in addition and without prejudice to any other rights or remedies the Buyer may have against the Seller) the Seller shall indemnify the Buyer against all costs, charges and expenses incurred by it in connection with the proposed sale and purchase of the Shares. 4.6 At least five Business Days prior to Group under clause 4.2 such exercise of that right shall be the date fixed for Completion, only remedy of RoweCom and the Seller, acting reasonably Purchasers under this agreement and in good faith (but otherwise without liability), RoweCom shall provide to have no other rights under the Buyer a written estimate, together with reasonable supporting documentation, terms of the Debt and Cash as at the date fixed for Completionagreement including any right to damages or recovery of costs save in respect of fraud or fraudulent concealment.

PERIOD TO COMPLETION. 4.1 The Between execution of this Agreement and Completion the Seller undertakes with the Buyer to shall procure that each Group the Company shall: (a) operate shall carry on its business in the ordinary and activities in their usual course and in such a the same manner between that the business was carried on during the six months preceding the date of this agreement Agreement and in particular the Completion Date as Seller shall procure that: 4.1.1 save where the Buyer otherwise consents in writing (such consent not to ensure that no act be unreasonably withheld, delayed or event shall occur during that period which would be reasonably expected to result in a breach of conditioned), the Warranties upon their repetition immediately prior to Completion; and (b) comply Company complies with each of the undertakings set out in schedule 5.Schedule 4; and 4.2 Pending Completion, 4.1.2 the Buyer and any person authorised by it its advisers and agents shall upon reasonable notice be given reasonable access to the books premises and records all Books and Records and title deeds of each Group the Company and the directors and employees of each Group the Company shall and the Company will be instructed to give promptly all such information and explanations as to the Buyer or any such person acting on the Buyer’s behalf as they may reasonably request. 4.3 If4.2 Between execution of this Agreement and Completion the Buyer shall: (a) 4.2.1 carry on its business in the Seller is ordinary and usual course and in breach of any of the Warranties; or (b) there shall occur any act or event which upon Completion would or might reasonably be expected to result in a breach of any of same manner that the Warranties were they repeated immediately prior to Completion by reference to business was carried on during the facts and circumstances then existing; or (c) there is any breach or non-fulfilment by the Seller of its obligations hereunder; or (d) between six months preceding the date of this agreement and Agreement; and 4.2.2 not create, allot, issue or grant any option over or other right to subscribe for or purchase or redeem, buy back, sub-divide, consolidate, re- denominate, convert, repay, cancel, reduce or alter the rights attaching to any share or loan capital or securities or agree, arrange or undertake to do any of those things. 4.3 If at any time before Completion the Seller becomes aware of any matter or thing that is reasonably likely to give rise to a breach of clause 4.1.1 or a breach of a Warranty or a Leakage Claim, or make a Warranty untrue or misleading on its repetition immediately before Completion, the Seller shall immediately notify the Buyer in writing. 4.4 If at any time before Completion the Buyer becomes aware of any matter or thing that is reasonably likely to give rise to a breach of clause 4.2 or a breach of a Buyer's Warranty, or make any such warranty untrue or misleading on its repetition immediately before Completion, the Buyer shall immediately notify the Seller in writing. 4.5 If at any time before or at Completion: 4.5.1 the Buyer considers that the Seller is either in breach of a Warranty or any other provision of this Agreement, or would be in breach of a Warranty on its repetition immediately before Completion; or 4.5.2 there is is, in the reasonable opinion of the Buyer, any material adverse change in the business, operations, assets, liabilities insurance, management, properties, position (financial, trading or financial position otherwise), profits or prospects of the Group taken as a whole (excluding world, regional Company or industry events that or circumstances which are not peculiar likely to lead to the Group same, the Buyer either may proceed to Completion or by notice to the Seller elect to terminate this Agreement (but termination shall not affect a Party's accrued rights, remedies and obligations at the date of termination). 4.6 If at any time before or at Completion: 4.6.1 the Seller considers that the Buyer is either in breach of a Buyer's Warranty or any other provision of this Agreement, or would be in breach of a Buyer's Warranty on its membersrepetition immediately before Completion; or 4.6.2 there is, in the reasonable opinion of the Seller, any material adverse change in the business, operations, assets, insurance, management, properties, position (financial, trading or otherwise), profits or prospects of the Buyer or events or circumstances which in any such case is incapable of remedy orare likely to lead to the same, if capable of remedy, is not remedied by the Seller either may proceed to Completion or by the Completion Date or (if earlier) within seven days after notice thereof from to the Buyer requiring elect to terminate this Agreement (but termination shall not affect a Party's accrued rights, remedies and obligations at the same date of termination). 4.7 If a Party elects to be remediedterminate this Agreement in accordance with clause 4.5 or clause 4.6, then in any such case the Buyer provisions of clause 18 (Costs and Expenses) shall be entitled (in addition and apply. This is without prejudice to any other that Party's accrued rights or remedies it may have against the Seller under this agreement or otherwise) to elect by notice in writing to the Seller not to complete the purchase of the Shares, in which event clause 4.5 shall apply and this agreement shall automatically terminate save that the rights and liabilities of the Parties which have accrued prior to termination shall continue to subsist, including those under this clause 4.3 and clauses 11, 12, 14 and 17 to 25 (inclusive)other Parties. 4.4 The Seller undertakes to the Buyer that it will disclose forthwith in writing to the Buyer any matter or thing which may arise or become known to it after the date hereof which is inconsistent with any of the Warranties were they to be repeated at Completion by reference to the facts and circumstances then subsisting. 4.5 If the Buyer elects not to complete the purchase of the Shares as provided in clause 4.3 (in the case of sub-clause (d) of clause 4.3, as a result of the breach by the Seller of any of its obligations under this agreement), then (in addition and without prejudice to any other rights or remedies the Buyer may have against the Seller) the Seller shall indemnify the Buyer against all costs, charges and expenses incurred by it in connection with the proposed sale and purchase of the Shares. 4.6 At least five Business Days prior to the date fixed for Completion, the Seller, acting reasonably and in good faith (but otherwise without liability), shall provide to the Buyer a written estimate, together with reasonable supporting documentation, of the Debt and Cash as at the date fixed for Completion.

PERIOD TO COMPLETION. 4.1 The Subject to clause 4.2, the Seller undertakes with the Buyer to exercise all its rights (including its votes as shareholder in the Company) to procure that each Group Company shall: (a) comply with schedule 3 (but only insofar as schedule 3 expressly provides that its terms are applicable to that Group Company), and save as otherwise approved by the Buyer (such approval not to be unreasonably withheld, conditioned or delayed); (b) operate its business and activities in their the usual course in compliance with all laws and regulations applicable to it which are material to the conduct of the business and in such a substantially the same manner as its business has been carried out on and before the date of this agreement; and (c) take all reasonable steps to preserve and protect its business and assets, in each case, in the period between the date of this agreement and the date on which Completion Date as to ensure that no act or event shall occur during that period which would be reasonably expected to result in a breach of the Warranties upon their repetition immediately prior to Completion; and (b) comply with each of the undertakings set out in schedule 5occurs. 4.2 Pending Completion, the Buyer Clause 4.1 shall not apply in respect of and any person authorised by it shall be given reasonable access not operate so as to the books and records of each Group Company and the directors and employees of each Group Company shall be instructed to give all such information and explanations as the Buyer restrict or any such person acting on the Buyer’s behalf may reasonably request. 4.3 Ifprevent: (a) if Completion has not occurred by the date falling 20 days prior to the Final Maturity Date (as defined in the £350,000,000 Term Loan Facility Agreement), any member of the Group agreeing an amendment to the £350,000,000 Term Loan Facility Agreement in order to extend the maturity date of the term loan made thereunder or entering into a replacement of the £350,000,000 Term Loan Facility Agreement, provided that such amendment and extension or replacement shall be on substantially the same terms as the £350,000,000 Term Loan Facility Agreement and shall not result in any additional costs, expenses or break fees being incurred or payable by the Group (unless otherwise agreed with the Buyer); (b) WPD plc (i) agreeing an amendment to (or a waiver of any term of) the £210,000,000 Revolving Credit Facility Agreement and/or the £50,000,000 Term Loan Facility Agreement in order to cure or remedy any default or event of default (howsoever described) that is or may be continuing and/or (ii) if any such amendment is not obtained to cure or remedy any default of event of default (howsoever described), prepaying or repaying all amounts drawn under the £210,000,000 Revolving Credit Facility Agreement and/or the £50,000,000 Term Loan Facility Agreement (and cancelling any such facility so prepaid or repaid) and, if any member of the Group so elects, entering into one or more new debt financing arrangements (whether with a third party or a member of the Seller Group) to fund such prepayment or repayment with an aggregate committed amount of not more than the facility or facilities prepaid or repaid and cancelled, provided that (x) any such amendment (or waiver) shall not impose any materially more onerous terms on the Group (or any member of the Group) and shall not result in any additional costs, expenses or break fees being incurred or payable by the Group or (y) any such new debt financing arrangement entered into shall be on materially no worse terms than the facility or facilities prepaid or repaid and cancelled (unless, in any such case, otherwise agreed with the Buyer) provided that it may be a term of such new debt financing arrangement that it shall be repayable immediately following Completion; (c) any matter reasonably undertaken by any Group Company or member of the Seller’s Group in an emergency or disaster situation or other serious incident or circumstance (including, without limitation, taking any measures reasonably required as a result of Covid-19 or any other pandemic) with the bona fide intention of minimising any adverse effect thereof where time is of the essence and seeking the consent of the Buyer might, in breach the reasonable opinion of the Seller, lead to a material adverse effect on the Group, imminent loss of life, personal injury or destruction of property and provided that the Buyer is promptly notified and kept up to date of such matters; (d) the completion or performance of actions which are reasonably necessary to discharge any obligations undertaken pursuant to any legal or regulatory obligation or pursuant to any contract, arrangement, licence or consent entered into by or relating to any Group Company prior to the date of this agreement; (e) any matter or action expressly provided for in, permitted, or required by the Transaction Documents or the Model, or expenditure provided for in, permitted, or required by the Transaction Documents or the Model; (f) any Permitted Leakage Payment; (g) any matter required in order to ensure that the Group complies with any law or regulation applicable to it or to comply with an official written request by any applicable regulatory authority; (h) any matter undertaken at the written request or with the written consent of the Buyer; and (i) the agreement or commitment (whether conditional or not) by any member of the Group or the Seller’s Group (as applicable) to do or procure the doing of any of the Warranties; or things set out in clauses 4.2(a) to (b) there shall occur any act or event which upon Completion would or might reasonably be expected to result h), in a breach of any of each case, in the Warranties were they repeated immediately prior to Completion by reference to the facts and circumstances then existing; or (c) there is any breach or non-fulfilment by the Seller of its obligations hereunder; or (d) period between the date of this agreement and the date on which Completion there occurs. 4.3 In the event that the approval of the Buyer is sought for the purpose of clause 4.1, either the Seller or any material adverse change in the business, operations, assets, liabilities or financial position member of the Group taken as a whole (excluding world, regional or industry events that are not peculiar the Seller’s Group may seek such consent by written notice delivered via e-mail to the following persons (and any other persons that the Buyer notifies to the Seller from time to time for this purpose): Attention: The Company Secretary Email: xxx.Xxxxx.XxXxx@xxxxxxxxxxxx.xxx 4.4 The Buyer’s approval shall be deemed to have been given to the Seller if such approval has neither been granted nor denied by the Buyer within 10 Business Days of the Buyer having been notified of the request for approval in accordance with clause 4.3. In respect of any amendment to the corporation tax returns for the period ended 31 March 2019, the Buyer acknowledges that the Seller will seek approval shortly before the latest date on which those returns can be filed, being 31 March 2021, and agrees that it will not withhold, condition or delay approval by reason of the limited time to review such returns and will use all reasonable endeavours to approve such returns to enable them to be filed by the latest date on which such returns can be filed, provided that the Seller has bona fide and with reasonable despatch kept the Buyer informed of any material changes to the basis for the amendments to such corporation tax returns from that of which the Buyer is aware at the date of this agreement as based on the Disclosure Letter and that in any event the amended return is made available to the Buyer on or before Monday 29 March 2021 (during normal business hours). 4.5 Prior to Completion, in relation to any submission to Ofgem to be made by any Group Company in respect of any matter which the Seller considers, acting in good faith, to be of material importance to the business of any Group Company, the Seller shall, and shall procure that the Group Companies shall: (a) provide the Buyer and its advisers with any information that is reasonably requested by the Buyer in relation to such matter; (b) notify in writing the Buyer and its advisers sufficiently in advance of any substantive document or communication which the Seller or any Group Company proposes to submit or make to Ofgem in relation to such matter and: (i) provide the Buyer and its advisers with copies of its members)such substantive documents or communications in draft form, which in including any such case is incapable of remedy or, if capable of remedy, is not remedied supporting documentation or information reasonably requested by the Seller by the Completion Date or Buyer; (if earlierii) within seven days after notice thereof from provide the Buyer requiring the same and its advisers with a reasonable opportunity to be remedied, then in any provide comments on such case drafts prior to their submission and (acting reasonably) consider those comments; and (iii) provide the Buyer shall be entitled (and its advisers with copies of all such communications or documents in addition and without prejudice the form submitted to Ofgem. 4.6 Notwithstanding any other rights or remedies it may have against the Seller provision of this agreement, in respect of any disclosures required under this agreement or otherwise) (including this clause 4), competitively sensitive information may be disclosed on a confidential “counsel to elect by notice in writing counsel” basis only from the Seller’s Solicitors to the Seller not to complete the purchase of the Shares, in which event clause 4.5 shall apply and this agreement shall automatically terminate save that the rights and liabilities of the Parties which have accrued prior to termination shall continue to subsist, including those under this clause 4.3 and clauses 11, 12, 14 and 17 to 25 (inclusive)Buyer’s Solicitors. 4.4 The Seller undertakes to the Buyer that it will disclose forthwith in writing to the Buyer any matter or thing which may arise or become known to it after the date hereof which is inconsistent with any of the Warranties were they to be repeated at Completion by reference to the facts and circumstances then subsisting. 4.5 If the Buyer elects not to complete the purchase of the Shares as provided in clause 4.3 (in the case of sub-clause (d) of clause 4.3, as a result of the breach by the Seller of any of its obligations under this agreement), then (in addition and without prejudice to any other rights or remedies the Buyer may have against the Seller) the Seller shall indemnify the Buyer against all costs, charges and expenses incurred by it in connection with the proposed sale and purchase of the Shares. 4.6 At least five Business Days prior to the date fixed for Completion, the Seller, acting reasonably and in good faith (but otherwise without liability), shall provide to the Buyer a written estimate, together with reasonable supporting documentation, of the Debt and Cash as at the date fixed for Completion.

PERIOD TO COMPLETION. 4.1 The Seller undertakes with the Buyer to procure that each Group Company shall:OPERATION OF MSB (a) operate Between the date of this Agreement and the Completion Date, the Seller and the Seller's Guarantor (to the extent of its business power to do so pursuant to the terms of the Alcatel Agreement) shall cause MSB to be conducted in the Ordinary Course of Business. (b) Without limitation to the general character of clause 4.1(a) above the Seller and, to the extent of its power to do so pursuant to the terms of the Alcatel Agreement, the Seller's Guarantor warrants and activities agrees that from the date of this Agreement to the Completion Date and save with the prior written consent of the Buyer's Guarantor, which response shall be given no later than four Business Days after request, in their usual course the absence of response within said period, the Buyer's Guarantor shall be deemed to have consented: (i) no grant by the Company or the Acquired Subsidiary of a loan credit or memory facility or amendment of an existing loan credit or money facility shall be effected outside the Ordinary Course of Business which will give rise to a Material Adverse Change; (ii) no grant by the Company or the Acquired Subsidiary of a guarantee, charge, pledge or other Encumbrance over the Assets or the Property shall be effected which shall not be fully discharged or released as at the Completion Date; (iii) none of the Company or the Acquired Subsidiary shall dispose of any interest in the Properties or any of the Assets; (iv) Capital investment related to MSB shall be spent in the Ordinary Course of Business. In any event, the Company shall invest in and pay for fixed assets related to MSB in such a manner the period between the date of this agreement Agreement and Completion Date in an amount of at least the same proportions to the expenditures for fixed assets of the Company for that period as the proportion for MSB reflected in the Company's fixed asset budget for 2002 as a whole attached as Schedule 13; (v) Stock shall be managed in the Ordinary Course of Business of MSB; (vi) the Company and the Completion Date Acquired Subsidiary will continue to manage Working Capital in the Ordinary Course of Business of MSB; (vii) except as disclosed in Schedule 14 neither the Company nor the Acquired Subsidiary shall grant any benefit, premium or bonus to ensure that no act or event their employees, directors and managers and the Company and Acquired Subsidiary shall occur during that period which would be reasonably expected not conclude a remuneration contract outside the standards applicable to result in a breach the type of business operated by the Company and Acquired Subsidiary and none of the Warranties upon their repetition immediately prior to Completionemployees shall benefit from extra-statutory remunerations which derogate from the applicable contract; and (bviii) comply with neither the Company nor the Acquired Subsidiary shall enter into or materially amend any long term agreements or commitments, long term being defined as effective after December 31, 2002, in each of the undertakings set out in schedule 5. 4.2 Pending Completioncase, the Buyer and any person authorised by it shall be given reasonable access relating to the books and records of each Group Company and the directors and employees of each Group Company shall be instructed to give all such information and explanations as the Buyer or any such person acting on the Buyer’s behalf may reasonably request. 4.3 If: (a) the Seller is in breach of any of the Warranties; or (b) there shall occur any act or event which upon Completion would or might reasonably be expected to result in a breach of any of the Warranties were they repeated immediately prior to Completion by reference to the facts and circumstances then existing; orMSB; (c) there is For the purpose of giving the consents provided in paragraph (b) of this sub-section, the Buyer's Guarantor hereby designates as the Buyer's authorised representative Christine King and Walter Mattheus or any breach or non-fulfilment by other person thex xxxxxxxx xx the Seller Sxxxxx'x Xxxxxxxor as a substitute for either of its obligations hereunder; orthem; (d) between the date The Buyer shall only be entitled to claim for a breach by Seller's Guarantor of this agreement and Completion there is any material adverse change section 4.1(b) or in the business, operations, assets, liabilities event of gross negligence or financial position of the Group taken as a whole (excluding world, regional or industry events that are not peculiar to the Group or any of its members), which in any such case is incapable of remedy or, if capable of remedy, is not remedied by the Seller by the Completion Date or (if earlier) within seven days after notice thereof from the Buyer requiring the same to be remedied, then in any such case the Buyer shall be entitled (in addition and without prejudice to any other rights or remedies it may have against the Seller under this agreement or otherwise) to elect by notice in writing to the Seller not to complete the purchase of the Shares, in which event clause 4.5 shall apply and this agreement shall automatically terminate save that the rights and liabilities of the Parties which have accrued prior to termination shall continue to subsist, including those under this clause 4.3 and clauses 11, 12, 14 and 17 to 25 (inclusive). 4.4 The Seller undertakes to the Buyer that it will disclose forthwith in writing to the Buyer any matter or thing which may arise or become known to it after the date hereof which is inconsistent with any of the Warranties were they to be repeated at Completion by reference to the facts and circumstances then subsisting. 4.5 If the Buyer elects not to complete the purchase of the Shares as provided in clause 4.3 (in the case of sub-clause (d) of clause 4.3, as a result of the wilful breach by the Seller of any of its obligations under this agreement), then (Seller's Guarantor in addition and without prejudice to any other rights or remedies the Buyer may have against the Seller) the Seller shall indemnify the Buyer against all costs, charges and expenses incurred by it in connection with the proposed sale and purchase respect of the Sharesprovisions of clause 4.1(a). 4.6 At least five Business Days prior to the date fixed for Completion, the Seller, acting reasonably and in good faith (but otherwise without liability), shall provide to the Buyer a written estimate, together with reasonable supporting documentation, of the Debt and Cash as at the date fixed for Completion.