Common use of POST COMPLETION UNDERTAKINGS Clause in Contracts

POST COMPLETION UNDERTAKINGS. 10.1 The Seller, for itself and on behalf of all of the members of the Seller’s Group: 10.1.1 acknowledges and agrees that, as at Completion, there are no Liabilities owing to it or any Seller’s Group Company by the Company other than the Agreed Intercompany Debt and certain other debt which will be released pursuant to clause 10.1.2; and 10.1.2 with effect on and from the date on which the Escrow Condition is satisfied, the Seller (for itself and on behalf of all members of the Seller’s Group) waives any rights in respect of any Liabilities owing to it or any Seller’s Group Company by the Company apart from the Agreed Intercompany Debt; and 10.1.3 with effect on and from the date on which the Escrow Condition is satisfied, the Seller (for itself and each member of the Seller’s Group) unconditionally and irrevocably releases and discharges all members of the Buyer’s Group and all members of the Pembroke Group and all of their respective directors, officers and employees from any and all Liabilities other than any Liabilities under, or which are preserved by, any Transaction Document. For the purpose of this clause, “Liabilities” shall mean all obligations, indebtedness or liabilities of any nature whatsoever including (without limitation) actual or contingent liabilities and unquantified or disputed liabilities and whether arising in contract, tort or otherwise. 10.2 The Seller undertakes to the Buyer (for itself and as trustee for Pembroke and the Company) that it shall not, and that it shall procure that no member of the Seller’s Group will, directly or indirectly, alone or with, through or as any manager, adviser, consultant, partner, employee or agent for any person: (a) for a period of one year from Completion, solicit or entice away or endeavour to solicit or entice away from the Company or the Pembroke Group any director or underwriter or other person employed or otherwise engaged by the Company or any member of the Pembroke Group on the Completion Date, whether or not that person would commit any breach of their contract of employment by reason of leaving the service of the Company; (b) for a period of three years from Completion, conduct any insurance or reinsurance business or be associated with any person, firm or company which is conducting insurance or reinsurance business using the name “Pembroke” or any name which is intended or likely to be confused with any such name; (c) in the course of carrying on any trade or business, claim, represent or otherwise indicate any current association with the Company or Pembroke; or (d) for a period of three years from Completion, but subject to each of the same qualifications and the proviso as are set out in clause9.4 (other than clauses 9.4.2 and 9.4.6), divulge any of the Confidential Information to any third party. 10.3 The Seller agrees with the Buyer (for itself and as trustee for Pembroke and the Company) that the restrictions in clause 10.2 are reasonable and necessary for the protection of the value of the Sale Shares, the Company and Pembroke and that having regard to that fact those covenants do not work harshly on it. 10.4 The Seller acknowledges that it has had the opportunity to take independent advice on the restrictions in clause 10.2. While those restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if any of those restrictions, by themselves or taken together, are adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Buyer but would be adjudged reasonable if part or parts of their wording were deleted or amended or qualified then the relevant restriction or restrictions shall apply with such modification or modifications as may be necessary to make it or them valid and effective. 10.5 The Buyer undertakes to the Seller that at no time after Completion will it or any member of the Buyer’s Group include in its registered name or any trading name the word “Quanta” or any name which in the reasonable opinion of the Seller is capable of being confused with the word “Quanta”, save that nothing in this clause shall restrict the Buyer’s Group from referring to the word “Quanta” in returns to Lloyd’s after Completion, in the statutory accounts of the Buyer’s Group after Completion and in order to deal with the administration of any insurance business written before the Completion Date and in all cases, such reference to the word “Quanta” to be limited to describing the Company’s former name. 10.6 The Buyer acknowledges that it has no existing claims against any officer or employee of the Seller, the Company or Pembroke and hereby waives any such claim. 10.7 Each party, for itself and on behalf of all of the members of its Group, shall do or procure to be done all such further acts and things, and execute or procure the execution of all such other documents, as the other party may from time to time require for the purpose of giving it the full benefit of the provisions to this clause.

POST COMPLETION UNDERTAKINGS. 10.1 6.1 Following Completion, the Seller and the Czech Seller, as applicable, undertake to the Buyer: (a) to use reasonable endeavours to ensure that each Group Company is released from any guarantee, indemnity, bond, letter of comfort or Encumbrance or other similar obligation given or incurred by it prior to Completion which relates in whole or in part to debts or other liabilities or obligations, whether actual or contingent, of a member of the Seller’s Group and prior to such release the Seller undertakes to the Buyer (on behalf of itself and as trustee on behalf of each Group Company) to keep each Group Company fully indemnified against any failure to make any such repayment or any liability arising under any such guarantee, indemnity, bond, letter of comfort or Encumbrance; (b) subject to and without prejudice to the other Transaction Agreements: (i) that no member of the Seller’s Group shall hold itself out as the owner of or being affiliated with any member of the Group or its business; and (ii) that it shall procure that within 60 days after Completion, each member of the Seller’s Group ceases in any manner whatsoever to use, or display any trade or service marks, trade or service names or logos used or held by any member of the Buyer’s Group or any confusingly similar xxxx, name or logo; and (c) that the Seller shall not unreasonably withhold consent with respect to the Buyer Group obtaining licenses under the brand licenses set forth in Part A of schedule 12 covering products in jurisdictions where members of the Seller Group from time to time are not conducting business with such brand licenses and are not contemplating conducting business with such brand licenses. 6.2 Following Completion the Buyer undertakes, subject to and without prejudice to the other Transaction Agreements: (i) that no member of the Group shall hold itself out as being owned or controlled by the Seller and its businesses; and (ii) that it shall within 60 days after Completion, cease in any manner whatsoever to use, or display any trade or service marks, trade or service names or logos used or held by any member of the Seller’s Group or any confusingly similar xxxx, name or logo, provided that nothing herein shall prevent Buyer from using the name “Barcrest”, any Intellectual Property which is identical or similar to the phrase “Barcrest”, or any other Intellectual Property owned by a Group Company. Notwithstanding the foregoing, Cyberview Czech may continue trading and operating under, and using, the names ‘Cyberview Technology s.r.o.’ and ‘Cyberview’ in the Czech Republic and Slovakia, until the day falling 180 days after the date on which the Buyer has obtained all necessary consents and approvals from all relevant Governmental Authorities in the Czech Republic to change the name of Cyberview Czech to such other name as the Buyer shall determine, acting reasonably. The Buyer and the Seller shall use all reasonable endeavours to co-operate together to obtain such consents and approvals as soon as possible following Completion. 6.3 The Czech Seller undertakes to the Buyer that it shall take all such steps and actions as are referred to in Article IX, Section 2(d) of the Sazka Contract, including bringing and/or defending any claims, actions and/or proceedings, as the Buyer may reasonably request and in accordance with the directions of the Buyer. 6.4 Each of the Seller and the Czech Seller, for itself and on behalf of all each of its Representatives, hereby undertakes to the members of the Seller’s Group: 10.1.1 acknowledges and agrees that, Buyer (as at Completion, there are no Liabilities owing to it or any Seller’s Group Company by the Company other than the Agreed Intercompany Debt and certain other debt which will be released pursuant to clause 10.1.2; and 10.1.2 with effect on and from the date on which the Escrow Condition is satisfied, the Seller (trustee for itself and on behalf of all members of the Seller’s Group) waives any rights in respect of any Liabilities owing to it or any Seller’s Group Company by the Company apart from the Agreed Intercompany Debt; and 10.1.3 with effect on and from the date on which the Escrow Condition is satisfied, the Seller (for itself SG Global and each member of their respective successors and assigns and any person to whom the Seller’s GroupBuyer and/or SG Global may sell any ownership interest in the registered capital of Cyberview Czech and any person to whom such a purchaser may in turn sell any ownership interest in the registered capital of Cyberview Czech and so on (any such purchaser, collectively with the Buyer, being the “Transferee”)) unconditionally and irrevocably releases and discharges all members each of the Buyer’s Group and all members Representatives, that neither it nor any of the Pembroke Group and all of their respective directorsits Representatives shall, officers and employees from following Completion, make, assert, allege, support, encourage, incite, assist or maintain or cause to be made, asserted, alleged, supported, encouraged, incited, assisted or maintained any and all Liabilities other than any Liabilities under, or which are preserved by, any Transaction Document. For the purpose of this clause, “Liabilities” shall mean all obligations, indebtedness or liabilities claim of any nature whatsoever including (without limitation) actual or contingent liabilities and unquantified or disputed liabilities kind and whether arising in contract, tort made or otherwise. 10.2 The Seller undertakes proposed to the Buyer (for be made by itself and as trustee for Pembroke and the Company) that it shall not, and that it shall procure that no member of the Seller’s Group will, directly or indirectly, alone or with, through or as any manager, adviser, consultant, partner, employee or agent for any other person: (a) for a period contesting or disputing in any manner whatsoever that the act of one year from Completion, solicit or entice away or endeavour to solicit or entice away from the Company or the Pembroke Group any director or underwriter or other person employed or otherwise engaged by the Company or any member establishment and/or incorporation of the Pembroke Group on the Completion Date, whether or not that person would commit any breach of their contract of employment by reason of leaving the service of the CompanyCyberview Czech was invalid; (b) for initiating a period process of three years from Completion, conduct any insurance or reinsurance business or be associated with any person, firm or company which is conducting insurance or reinsurance business using the name “Pembroke” or any name which is intended or likely to be confused with any such namedissolution and liquidation of Cyberview Czech; (c) to the effect that the entry into of this Agreement and the Czech Transfer Agreement and the occurrence of Completion under this Agreement have not been fully effective to vest irrevocably and unconditionally full legal and beneficial ownership of a 90 per cent. interest in the course registered capital of carrying on any trade or business, claim, represent or otherwise indicate any current association with Cyberview Czech in the Company or PembrokeBuyer and a 10 per cent. interest in the registered capital of Cyberview Czech in SG Global; or (d) for a period of three years from Completion, but subject to each contesting or disputing in any manner whatsoever that any Transferee is the sole legal and beneficial owner of the same qualifications and relevant ownership interest in the proviso registered capital of Cyberview Czech that was transferred to it. 6.5 In the event that the SNAI Supply Agreement is terminated by SNAI following Completion as are set out in clause9.4 a result of the SNAI Matter (other than clauses 9.4.2 and 9.4.6a “Covered Termination”), divulge and following such termination: (a) the Company either removes or transfers to a third party that is not a Related Person of the Buyer not less than 66 2/3 per cent. of the terminal hardware comprising the “VLT Packages” (within the meaning of the SNAI Supply Agreement) installed under the SNAI Supply Agreement immediately prior to such termination; and (b) no Contract substantially similar to the SNAI Supply Agreement is entered into between the Buyer and its Related Persons, on the one hand, and SNAI and its Related Persons, on the other, within 90 days after the removal or transfer referred to in subclause (a) above, the Seller shall promptly (and, in any event, within five (5) Business Days following the 90-day period referred to in subclause (b) above) pay the sums provided for in clause 6.6 in cash to the Buyer. 6.6 The Seller shall be liable to pay the following sums upon the occurrence of the events referred to in clause 6.5: (a) if the Covered Termination occurs in the period from the Completion Date to (and including) the day falling 180 days after the Completion Date (the “First Milestone Date”), the Seller shall pay the Buyer the sum of £8 million; (b) if the Covered Termination occurs in the period from the day after the First Milestone Date to (and including) the day falling 180 days after the First Milestone Date (the “Second Milestone Date”), the Seller shall pay the Buyer the sum of £5 million; (c) if the Covered Termination occurs in the period from the day after the Second Milestone Date to (and including) the day falling 180 days after the Second Milestone Date (the “Third Milestone Date”), the Seller shall pay the Buyer the sum of £3 million; and (d) the Seller’s obligation to pay any amount to the Buyer pursuant to this clause 6.6 shall cease and determine fully if no Covered Termination shall have occured by the day after the Third Milestone Date. For the avoidance of doubt, the Buyer shall be entitled to receive the amounts provided for in this clause 6.6 if: (a) a Covered Termination occurs before any of the Confidential Information to any third party. 10.3 The Seller agrees with First Milestone Date, the Buyer (for itself and as trustee for Pembroke Second Milestone Date and the CompanyThird Milestone Date (collectively, the “Milestone Dates”); and (b) that the restrictions in clause 10.2 requirements of clauses 6.5(a) and (b) are reasonable and subsequently satisfied. It shall not be necessary for the protection removal or transfer of the value terminal hardware referred to in clause 6.5(a), or any part thereof, to have been completed, or for the 90 day period referred to in clause 6.5(b) to have expired, prior any of the Sale Shares, Milestone Dates in order for the Company and Pembroke and that having regard to that fact those covenants do not work harshly on it. 10.4 The Seller acknowledges that it has had the opportunity to take independent advice on the restrictions in clause 10.2. While those restrictions are considered by the parties Buyer to be reasonable in all the circumstances, it is agreed that if any of those restrictions, by themselves or taken together, are adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Buyer but would be adjudged reasonable if part or parts of their wording were deleted or amended or qualified then the relevant restriction or restrictions shall apply with such modification or modifications as may be necessary to make it or them valid and effectiveso entitled. 10.5 The Buyer undertakes to the Seller that at no time after Completion will it or any member of the Buyer’s Group include in its registered name or any trading name the word “Quanta” or any name which in the reasonable opinion of the Seller is capable of being confused with the word “Quanta”, save that nothing in this clause shall restrict the Buyer’s Group from referring to the word “Quanta” in returns to Lloyd’s after Completion, in the statutory accounts of the Buyer’s Group after Completion and in order to deal with the administration of any insurance business written before the Completion Date and in all cases, such reference to the word “Quanta” to be limited to describing the Company’s former name. 10.6 The Buyer acknowledges that it has no existing claims against any officer or employee of the Seller, the Company or Pembroke and hereby waives any such claim. 10.7 Each party, for itself and on behalf of all of the members of its Group, shall do or procure to be done all such further acts and things, and execute or procure the execution of all such other documents, as the other party may from time to time require for the purpose of giving it the full benefit of the provisions to this clause.

POST COMPLETION UNDERTAKINGS. 10.1 14.1 From the Completion Date until the date that is two years after the Completion Date, neither any Vendor nor any of their respective Affiliates shall, either directly or indirectly, solicit for employment or engagement as a consultant, any director or officer who is at that time, and was at the Completion Date, employed by a Group Company (provided that the foregoing shall not prohibit (i) general solicitations or advertisements of employment (or hiring as a result thereof) by any Vendor or any of their respective Affiliates not specifically directed at such persons, (ii) hiring any such person who contacts any Vendor or any of their respective Affiliates on his or her own initiative without any direct or indirect solicitation from any Vendor or any of their respective Affiliates or (iii) whose employment with a Group Company has ceased). 14.2 Following Completion, each Vendor who (a) is a Circular 37 Security Holder and (b) has failed to comply with the filing and reporting obligations under Circular 37 severally undertakes to use its best efforts, and the Purchaser shall procure the Company to use best efforts to assist such Circular 37 Security Holder to, comply with the filing and reporting obligations under Circular 37. 14.3 The SellerPurchaser shall procure that each Group Company maintains in effect for six years from the Completion Date, for itself the directors’ and on behalf of all of the members of the Seller’s Group: 10.1.1 acknowledges and agrees that, officers’ liability insurance policies maintained by each Group Company as at Completion. For six years from the Completion Date, there the Purchaser and the Group Companies shall jointly and severally indemnify and hold harmless all persons serving as the officers and directors of the Group Companies prior to Completion to the same extent that such persons are no Liabilities owing indemnified by the Group Companies as at the date of this Agreement pursuant to it the constitutional documents of each Group Company or any Seller’s Group Company by the Company other than the Agreed Intercompany Debt and certain other debt which will be released pursuant to clause 10.1.2; and 10.1.2 with effect agreement in place on and from the date on which the Escrow Condition is satisfied, the Seller (for itself and on behalf of all members of the Seller’s Group) waives any rights in respect of any Liabilities owing to it or any Seller’s Group Company by the Company apart from the Agreed Intercompany Debt; and 10.1.3 with effect on and from the date on which the Escrow Condition is satisfied, the Seller (for itself and each member of the Seller’s Group) unconditionally and irrevocably releases and discharges all members of the Buyer’s Group and all members of the Pembroke Group and all of their respective directors, officers and employees from any and all Liabilities other than any Liabilities under, or which are preserved by, any Transaction Document. For the purpose of this clauseAgreement, “Liabilities” shall mean all obligations, indebtedness or liabilities of any nature whatsoever including (without limitation) actual or contingent liabilities for acts and unquantified or disputed liabilities and whether arising in contract, tort or otherwise. 10.2 omissions occurring prior to Completion. The Seller undertakes to the Buyer (for itself and as trustee for Pembroke and the Company) that it Purchaser shall not, and shall not permit any Group Company to, amend or repeal any provision in the constitutional documents of any Group Company or any agreement in effect as at Completion relating to the indemnification of former directors and officers. 14.4 If any Group Company has declared any dividend or distribution prior to Completion which, as at Completion still remains to be paid due to restrictions imposed by any PRC Authority (an “Unpaid Dividend”), then the Purchaser agrees to use its best efforts, and will procure that the Company and other members of the Group use their respective best efforts (including by using best efforts to procure that any dividends or distributions which have been declared but are unpaid as at Completion by a Subsidiary, payment of which is required to enable the Company to pay the Unpaid Dividend, are promptly paid), to: resolve any issues around any such Unpaid Dividend and ensure that it is paid to the relevant Group Company, and in the case of the Company, the Vendors, as soon as reasonably practicable following Completion. 14.5 If an Unpaid Dividend of the Company has not been paid to the Vendors by the date falling nine months from Completion, then the Purchaser shall pay to the Vendor Representative an amount in US$ equal to the amount of such Unpaid Dividend, converted at the central parity rates of RMB into US$ published by the People’s Bank of China as at the close of business on the date falling three Business Days prior to the date of such payment. 14.6 The Relevant Vendors and the Purchaser agree, and the Purchaser agrees to procure that the Group Companies will, and each Relevant Vendor agrees to procure that its respective Receivable Party will, work in good faith to fully and finally settle all amounts owing between such parties under the Outstanding Shareholder Receivables, the Outstanding Shareholder Payables and the Unpaid Share Capital, as soon as reasonably practicable following Completion. 14.7 With effect from Completion, the Purchaser shall procure that no the Company and each relevant member of the Seller’s Group will, directly or indirectly, alone or with, through or as (i) waives its right to claim any manager, adviser, consultant, partner, employee or agent for any person: (a) for a period of one year from Completion, solicit or entice away or endeavour to solicit or entice away from the Company or the Pembroke Group any director or underwriter or other person employed or otherwise engaged by the Company or any member of the Pembroke Group on Unpaid Share Capital and/or the Completion Date, whether or not that person would commit Shareholder Receivables from any breach of their contract of employment by reason of leaving the service of the Company; (b) for a period of three years from Completion, conduct any insurance or reinsurance business or be associated with any person, firm or company which is conducting insurance or reinsurance business using the name “Pembroke” or any name which is intended or likely to be confused with any such name; (c) in the course of carrying on any trade or business, claim, represent or otherwise indicate any current association with the Company or Pembroke; or (d) for a period of three years from Completion, but subject to each of the same qualifications and the proviso as are set out in clause9.4 Vendor (other than clauses 9.4.2 any Relevant Vendor) or any of their Affiliates, and 9.4.6(ii) does not seek to make any claim against any Vendor (other than any Relevant Vendor), divulge or any of the Confidential Information to any third party. 10.3 The Seller agrees with the Buyer (for itself and as trustee for Pembroke and the Company) that the restrictions their Affiliates, in clause 10.2 are reasonable and necessary for the protection respect of the value Unpaid Share Capital and/or the Outstanding Shareholder Receivables. For the avoidance of the Sale Sharesdoubt, the Company and Pembroke and that having regard to that fact those covenants do not work harshly on it. 10.4 The Seller acknowledges that it has had the opportunity to take independent advice on the restrictions in clause 10.2. While those restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if any of those restrictions, by themselves or taken together, are adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Buyer but would be adjudged reasonable if part or parts of their wording were deleted or amended or qualified then the relevant restriction or restrictions shall apply with such modification or modifications as may be necessary to make it or them valid and effective. 10.5 The Buyer undertakes to the Seller that at no time after Completion will it or any member of the Buyer’s Group include in its registered name or any trading name the word “Quanta” or any name which in the reasonable opinion of the Seller is capable of being confused with the word “Quanta”, save that nothing in this clause Clause 14.7 shall restrict the Buyer’s Group from referring to the word “Quanta” in returns to Lloyd’s after Completion, in the statutory accounts of the Buyer’s Group after Completion and in order to deal with the administration of relieve any insurance business written before the Completion Date and in all cases, such reference to the word “Quanta” to be limited to describing the Company’s former nameRelevant Vendor or any Receivable Party for any liability it might have for Unpaid Share Capital and/or Outstanding Shareholder Receivables. 10.6 The Buyer acknowledges that it has no existing claims against any officer or employee of the Seller, the Company or Pembroke and hereby waives any such claim. 10.7 Each party, for itself and on behalf of all of the members of its Group, shall do or procure to be done all such further acts and things, and execute or procure the execution of all such other documents, as the other party may from time to time require for the purpose of giving it the full benefit of the provisions to this clause.

POST COMPLETION UNDERTAKINGS. 10.1 The Seller, for itself 6.1 Between the date of this Agreement and on behalf of all of the members of the Seller’s Group: 10.1.1 acknowledges and agrees that, as at Completion, there are no Liabilities owing to it or any Seller’s Group Company by the Company other than the Agreed Intercompany Debt and certain other debt which will be released until either this Agreement is terminated pursuant to clause 10.1.2; and 10.1.2 with effect on and from the date on which the Escrow Condition Clause 4.4(d) or upon Listing, whichever is satisfiedearlier, the Seller (for itself and on behalf of all members of the Seller’s Group) waives any rights in respect of any Liabilities owing to it or any Seller’s Group Company by the Company apart from the Agreed Intercompany Debt; and 10.1.3 with effect on and from the date on which the Escrow Condition is satisfied, the Seller (for itself and each member of the Seller’s Group) unconditionally and irrevocably releases and discharges all members of the Buyer’s Group and all members of the Pembroke Group and all of their respective directors, officers and employees from any and all Liabilities other than any Liabilities under, or which are preserved by, any Transaction Document. For the purpose of this clause, “Liabilities” shall mean all obligations, indebtedness or liabilities of any nature whatsoever including (without limitation) actual or contingent liabilities and unquantified or disputed liabilities and whether arising in contract, tort or otherwise. 10.2 The Seller undertakes to the Buyer (for itself and as trustee for Pembroke and the Company) that it Vendors shall not, and that it shall procure that no member of the Seller’s Group will, directly or indirectly, alone or with, through or as any manager, adviser, consultant, partner, employee or agent for any person: (a) for a period of one year from Completionundertake any capital reduction, solicit bonus issue, stock split or entice away do such other acts in relation to its share capital or endeavour to solicit reserve or entice away from the Company or the Pembroke Group allot and issue any director or underwriter shares or other person employed securities or otherwise engaged by grant any options over shares or securities or issue any warrants, convertible preference shares or other forms of convertible securities (howsoever called) which are convertible into shares in the Company Target, whether fully paid or otherwise, or enter into any member agreement or undertaking to do the same or do, or agree or permit to, or cause to be done, such acts which will dilute the interest of the Pembroke Group on Purchaser in the Completion Date, whether Target or not that person would commit vary the rights attaching to any breach of their contract of employment by reason of leaving the service of the CompanySale Shares; (b) enter into any lease, lease hire or hire purchase agreement or agreement for payment on deferred terms, except in the ordinary course of business; (c) become the legal or beneficial owner or holder of any share nor acquire any interest of any description in any other corporation that is in competition or in a period similar business as the Business or any of three years from Completionthe businesses of the Listco; (d) dispose of any properties, conduct assets, legal and beneficial interests of the Target at below their cost or valuation or net realisable value (whichever is the lower), except in the ordinary course of business; (e) contract or incur any insurance liabilities (actual or reinsurance business contingent) or be associated with issue any further bonds, debentures, loan stock, notes and/or other securities or instruments acknowledging, evidencing or creating indebtedness or grant any loan, advance, indemnity or guarantee of whatsoever nature to any person, firm or company which is conducting insurance or reinsurance business using corporation, except in the name “Pembroke” or any name which is intended or likely to be confused with any such name;ordinary course of business; and (cf) in take or omit to take any act or step which may have any Material Adverse Effect, including without limitation, the course making of carrying on any trade material modifications or business, claim, represent or otherwise indicate agreements to terminate any current association Material Contract. 6.2 The Vendors shall procure the Target to keep its Target’s Financial Statements at the registered office of the Target. 6.3 The Vendors shall procure the management employees of the Target to sign service agreements with the Company or Pembroke; or (d) Target committing themselves to the employment of the Target on terms similar to those immediately existing at the time of this Agreement, for a period of three to be determined by the Purchaser but, unless agreed with such employee, not exceeding 3 years from Completionthe date of this Agreement. 6.4 For as long as the Vendors hold any shares or any interest in any shares (direct or indirect) of the Target, but subject to each of the same qualifications and Vendors shall observe the proviso as are set out in clause9.4 (other than clauses 9.4.2 and 9.4.6), divulge any of the Confidential Information to any third party. 10.3 The Seller agrees with the Buyer (for itself and as trustee for Pembroke and the Company) that the restrictions in clause 10.2 are reasonable and necessary for the protection of the value of the Sale Shares, the Company and Pembroke and that having regard to that fact those covenants do not work harshly on it. 10.4 The Seller acknowledges that it has had the opportunity to take independent advice on the restrictions in clause 10.2. While those restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if any of those restrictions, by themselves or taken together, are adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Buyer but would be adjudged reasonable if part or parts of their wording were deleted or amended or qualified then the relevant restriction or restrictions shall apply with such modification or modifications as may be necessary to make it or them valid and effective. 10.5 The Buyer undertakes to the Seller that at no time after Completion will it or any member of the Buyer’s Group include in its registered name or any trading name the word “Quanta” or any name which in the reasonable opinion of the Seller is capable of being confused with the word “Quanta”, save that nothing in this clause shall restrict the Buyer’s Group from referring to the word “Quanta” in returns to Lloyd’s after Completion, in the statutory accounts of the Buyer’s Group after Completion and in order to deal with the administration of any insurance business written before the Completion Date and in all cases, such reference to the word “Quanta” to be limited to describing the Company’s former name. 10.6 The Buyer acknowledges that it has no existing claims against any officer or employee of the Seller, the Company or Pembroke and hereby waives any such claim. 10.7 Each party, for itself and on behalf of all of the members of its Group, shall do or procure to be done all such further acts and things, and execute or procure the execution of all such other documents, as the other party may from time to time require for the purpose of giving it the full benefit of the provisions to this clause.following: