Common use of PRE-COMPLETION OBLIGATIONS Clause in Contracts

PRE-COMPLETION OBLIGATIONS. 8.1 The Company agrees to the Purchaser that from the date of this Agreement to the Completion Date, the Company and or its subsidiaries shall not do or procure to do any of the following without the express written consent of the Purchaser, and such consent shall not be unreasonably withheld. (a) issue any shares; (b) dispose of or agree to dispose of or grant any option in respect of any part of its assets; (c) borrow any money or make any payments out of or drawings on its bank account(s) other than routine payments; (d) enter into any unusual or abnormal contract or commitment; (e) make any loan; (f) enter into any leasing hire purchase or other agreement or arrangements for payment on deferred terms; (g) declare, make or pay any dividend or other distribution or do or suffer anything which may render its financial position less favourable than as at the date of this Agreement; (h) grant or issue or agree to grant or issue any mortgages charges debentures or other securities or give or agree to give any guarantees or indemnities; (i) make any change in the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate (other than for good cause) the employment of any person; (j) permit any of its insurances to lapse or do anything which would make any policy of insurance void or voidable; (k) create issue or grant any option in respect of any class of share or loan capital or agree so to do; (l) in any other way depart from the ordinary course of its respective day-to-day business either as regards the nature scope or manner of conducting the same; (m) alter any provisions of its memorandum or articles of association or other constitutional documents; (n) voluntarily contravene or fail to comply with any material obligation, statutory or otherwise; or (o) do anything whereby its financial position will be rendered less favourable than at the date hereof. 8.2 The Company warrants and undertakes that, as at the Completion Date the Company shall have no liability (including known, actual or contingent) other than amounts disclosed in the 2020 Accounts and the Completion Accounts.

PRE-COMPLETION OBLIGATIONS. 8.1 10.1 The Company agrees to the Purchaser that Vendor shall procure that, from the date of this Agreement to until Completion, except as otherwise permitted or required by this Agreement or with the Completion Date, the Company and or its subsidiaries shall not do or procure to do any of the following without the express prior written consent of the Purchaser, the Target Group will:- 10.1.1 conduct its business in the ordinary course of business and such consent shall not substantially in the same manner as presently operated and use reasonable commercial efforts to maintain the Target Group’s assets and relationships with other persons as a going concern; 10.1.2 duly and timely file or cause to be unreasonably withheldfiled all reports and returns required to be filed with any governmental or official authority and promptly pay or cause to be paid when due all Taxes, unless diligently contested in good faith by appropriate proceedings; and 10.1.3 manage its working capital in a manner consistent with past practice, including paying outstanding obligations as they become due and in accordance with their terms. (a) issue 10.2 The Vendor shall procure that, from the date of this Agreement until Completion, the Target Group shall not, without the prior written consent of the Purchaser:- 10.2.1 enter into or vary any sharescontract nor assume any liability which is outside the ordinary or proper course of its business or which is long term, unusual or onerous; 10.2.2 enter into any capital commitment (b) whether by way of purchase, lease, hire purchase or otherwise); 10.2.3 make any change in the nature, scope or organisation of its business nor dispose of the whole of its undertaking or agree to dispose property or a substantial part thereof; 10.2.4 acquire or form any subsidiary nor acquire any shares in any company nor acquire the whole or any substantial part of the undertakings, assets or business of any other company or any firm or person or enter into any joint venture or partnership with any other person; 10.2.5 make any loans or grant any option credit (other than credit given in respect the normal course of any part of trading and advances made to employees against expenses incurred by them on its assetsbehalf); (c) 10.2.6 borrow any money or make any payments out of or drawings on its bank account(s) other than accounts (except routine paymentspayments in the ordinary course of business); (d) 10.2.7 enter into any unusual guarantee, indemnity or abnormal contract or commitmentsurety; (e) 10.2.8 make any loanchanges in the terms of employment of any of its employees or in any arrangements with its consultants (except routine increases in compensation payments in the ordinary course of business); 10.2.9 change (for announce to employees any proposal to change) the terms of the Target Group’s participation in any scheme of the MPF Ordinance, or fail to make any contribution (or other payment) which is required of it under the MPF Ordinance, or fail to meet any obligation of any kind whatsoever under the MPF Ordinance; 10.2.10 acquire or dispose of or grant any option or right of pre-emption in respect of any material asset or any interest nor give nor receive any service otherwise than at market value; 10.2.11 acquire or dispose of any freehold or leasehold property or grant any lease or third party right in respect of any of the Current Properties; 10.2.12 acquire or dispose of any asset or property with a value of HK$50,000 or above; 10.2.13 enter into any leasing leasing, hire purchase agreement or other any agreement or arrangements for payment on deferred terms, other than in the ordinary course of business; (g) 10.2.14 grant or enter into any licence, franchise or other agreement or arrangement concerning any part of its name, trading names or know-how; 10.2.15 declare, make or pay any dividend or other distribution or do or suffer anything which may render its financial position less favourable than as at the date of this Agreementdistribution; (h) grant or issue or agree 10.2.16 except to grant or issue any mortgages charges debentures or other securities or give or agree the extent necessary to give any guarantees or indemnities; (i) make any change in fulfil the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate (other than for good cause) the employment of any person; (j) Vendor’s obligations under Clause 8, permit any of its insurances to lapse or do anything which would make any policy of insurance void or voidable; (k) create issue or grant 10.2.17 make any option in respect of charitable donations to any class of share or loan capital or agree so to doperson; (l) 10.2.18 make any payments to the Vendor unless in any other way depart from the ordinary course of its respective day-to-day business either as regards disclosed in the nature scope or manner of conducting the same; (m) alter any provisions of its memorandum or articles of association or other constitutional documents; (n) voluntarily contravene or fail to comply with any material obligation, statutory or otherwiseDisclosure Letter; or (o) 10.2.19 agree, conditionally or otherwise, to do anything whereby its financial position will be rendered less favourable than any of the foregoing. 10.3 Save as expressly provided herein, the Vendor shall use their best endeavours to procure that the employees of the Target Group at the date hereofhereof remain and continue as employees of the Target Group after Completion. 8.2 10.4 As from the date of this Agreement, the Vendor shall give and shall procure that the Purchaser and/or any persons authorised by it will for the purpose of satisfying itself as to the accuracy of the Warranties be given such access to the premises and all books, title deeds, records and accounts of the Target Group as the Purchaser may reasonably request and be permitted to take copies of any such books, deeds, records and accounts and that the Directors and employees of the Target Group shall be instructed to give promptly all such information and explanations to any such persons as aforesaid as may be requested by it or them. 10.5 The Company warrants Vendor agrees that from the date hereof through the Completion (or if there is no Completion, the date this Agreement is rescinded), neither the Target Group nor the Vendor will, directly or indirectly, through any affiliate, officer, director, manager, shareholder and/or advisor or otherwise, except in furtherance of the transactions contemplated by this Agreement:- 10.5.1 solicit, initiate, or encourage submission of proposals or offers from any person relating to any transactions contemplated herein or to the acquisition and/or financing of the Target Group or its business, or any portion thereof, whether by purchase of assets or stock, merger, consolidation, recapitalization, reorganization or other transaction (collectively, referred to in this Clause as an “Acquisition Proposal”); 10.5.2 participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with or assist, facilitate, or encourage, any Acquisition Proposal by any person; or 10.5.3 enter into any agreement, arrangement, or understanding with respect to an Acquisition Proposal. 10.6 The Vendor shall promptly notify the Purchaser in writing of any inquiry, proposal or offer relating to an Acquisition Proposal by any person, including the terms of such inquiry, proposal or offer and undertakes thatthe name of the person initiating such inquiry, proposal or offer. 10.7 The Purchaser shall use all commercially reasonable effort and shall co-operate with the Vendor and BESI in the preparation, as soon as practicable, of all filings, applications or other documents required to be filed or submitted by BESI under the U.S. Securities Exchange Act 1934 and other applicable laws in connection with the transactions contemplated by this Agreement upon the prior written request of the Vendor or BESI. The Purchaser shall use all commercially reasonable efforts and shall co-operate with the Vendor and BESI in taking any other actions necessary to obtain such regulatory or other approvals and consents at the Completion Date earliest practicable time, including participating in any required hearings or proceedings upon the Company prior written request of the Vendor or BESI. Each of the Purchaser, the Vendor, and BESI shall have no liability (including knownpay its respective costs incurred in connection with such preparation and taking such actions, actual or contingent) other than amounts disclosed provided, however, if the Purchaser is required to pay any third party in connection therewith, the 2020 Accounts and the Completion AccountsVendor shall pay such costs.

PRE-COMPLETION OBLIGATIONS. 8.1 11.1 The Company agrees Vendors shall procure that the business of each member of the Group is operated until Completion in the ordinary course and in the same manner as it was operated prior to the Purchaser that from the date of this Agreement to the Completion Date, the Company and or its subsidiaries shall not do or procure to do any of the following that without the express a prior written consent of from the Purchaser, and such consent shall not be unreasonably withheld.no member of the Group: (a) issue makes or commits to any sharescapital expenditure for more than Rp. 2 billion or for longer than 12 months except those made for Surabaya Data Center amounting to no more than Rp. 15 billion; (b) dispose of acquires, disposes of, or agree to dispose of or grant creates a security interest over any option in respect of any part of its assets;assets other than in the ordinary course of business consistent with past practice, but in any case not to exceed Rp. 2 billion ; Table of Contents (c) borrow distributes or return any money capital to its shareholders or make undertakes any payments out of merger, consolidation, acquisition, recapitalization, liquidation or drawings on its bank account(s) other than routine paymentsdissolution; (d) enter into pays any unusual dividend to its shareholders or abnormal contract pays any management fee, or commitmentother distribution; (e) make issues any loanshares, Options or securities which are convertible into shares; (f) enter into materially changes the terms of employment (including remuneration and/or any leasing hire purchase benefit plan) of any of the employees, or other agreement pays or arrangements for payment on deferred termsprovides any bonus (in cash or in kind) to any employee; (g) declarealters its Articles of Association, provided that the Company may make or pay any dividend or other distribution or do or suffer anything which may render alterations to its financial position less favourable than as at Articles of Association that are necessary to complete the date of transactions contemplated by this Agreement; (h) grant makes any material changes to the accounting procedures or issue or agree principles by reference to grant or issue any mortgages charges debentures or other securities or give or agree to give any guarantees or indemnitieswhich the Accounts are drawn up; (i) make and/or the Vendors pass any change shareholder resolutions in the terms and conditions general meeting or by way of employment or pension benefits written resolution of shareholders of any member of its directors or employees or employ or terminate (other than for good cause) the employment Group, provided that the shareholders of any personthe Company may pass resolutions that are necessary to complete the transactions contemplated by this Agreement; (j) permit any discontinues or ceases to operate all or a material part of its insurances to lapse or do anything which would make any policy of insurance void or voidabletheir respective business; (k) create issue incurs any liabilities or grant borrows (other than by bank overdraft, bank guarantee or similar facility within limits subsisting at the date of this Agreement) any option in respect of any class of share money for more than Rp. 3 billion or loan capital or agree agrees so to do; (l) in discloses to any other way depart from third party any confidential information relating to any member of the ordinary course Group including but not limited to the identity of its respective day-to-day customers and suppliers, its products, finance, contractual arrangements, business either as regards the nature scope or manner methods of conducting the samebusiness; (m) alter enters into, amends or terminates any provisions contract or commitment (other than those which are immaterial or specifically referred to in this Agreement to be entered into, amended or terminated) which relates to or affects a material part of its memorandum the business or articles of association any materially unusual or other constitutional documentsabnormal or onerous contract or commitment; (n) voluntarily contravene writes off or fail to comply writes down any of its assets other than in the ordinary course of business, consistent with any material obligation, statutory or otherwisepast practice; orTable of Contents (o) files any amended Tax return, makes any material Tax election, settle any Tax claim or Tax assessment, consent to any extension or waiver of the limitation period applicable to any Tax claim or Tax assessment, or take any other similar action relating to the filing of any Tax return or the payment of any Tax, if such amendment, agreement, settlement, consent or other action would have the effect of increasing its tax liability for any period ending after Completion; (p) engages in any transaction outside the ordinary course of business consistent with past practice or not on arm’s length basis with the Vendors or any officer, director or commissioner or affiliates of the Vendors; and (q) enters into any contract or other agreement to do anything whereby its financial position will be rendered less favourable than at or engage in any of the date hereofforegoing. 8.2 11.2 The Company warrants and undertakes thatVendors shall not solicit, as at initiate or encourage the Completion Date submission of any proposal to acquire the Company shall have no liability Sale Shares or any rights pertaining to the Sale Shares (including knownthe “Acquisition Proposal”), actual enter into any agreement with respect to any Acquisition Proposal, or contingent) other than amounts disclosed cooperate in the 2020 Accounts and the Completion Accountsany way with, or knowingly assist, participate in, facilitate or encourage any effort by any person that is seeking to make, or has made, an Acquisition Proposal.

PRE-COMPLETION OBLIGATIONS. 8.1 6.1 The Company agrees Vendor shall procure (subject to any contrary express written instruction from the Purchaser) that the relationships of each member of the Group with its customers, employees, suppliers and others with whom it deals in connection with its business are preserved in all material respects in the ordinary course of business and that the business and operations of each member of the Group are conducted until Completion in the ordinary course of business and in substantially the same manner as it was conducted prior to the Purchaser that date hereof, and in particular, the Vendor shall procure that, from the date of this Agreement to hereof until the Completion Date, the Company and or its subsidiaries shall not do or procure to do any of the following without the express prior written consent of the PurchaserPurchaser (such consent not to be unreasonably withheld or delayed) or unless Disclosed or otherwise specifically permitted for the Group in this Agreement, no member of the Group shall: 6.1.1 permit the Sale Shares, the Japan Shares, the Taiwan Shares or the Newco Shares to become subject to any Encumbrances; 6.1.2 enter into or vary any contract nor assume any liability which is outside the ordinary or proper course of the business of any member of the Group, including those for a term of more than one (1) year that cannot be terminated without paying any penalty on 90 days' notice or those that require payment of more than US$100,000 per year; 6.1.3 make any material change in the nature, scope or organisation of its business nor dispose of the whole of its business undertaking or property or a substantial part thereof, 6.1.4 sell, transfer or otherwise dispose of any assets of whatsoever nature except in the ordinary course of business and for a fair consideration; 6.1.5 acquire or form any subsidiary nor acquire any shares or make any capital investment in any Person nor acquire the whole or any substantial part of the business undertaking, assets or business of any other Person or enter into any joint venture or partnership with any other Person; 6.1.6 make any loans or grant any credit (other than trade credit given in the normal course of business trading and advances made to employees against expenses incurred by them on its behalf); 6.1.7 transfer or remove any cash to any Person that is not a member of the Group (by cash dividend, payment or otherwise) if such transfer or removal would result in the remaining cash of the Group being insufficient to cover checks that have been written by the Group; 6.1.8 enter into any guarantee, indemnity or surety; 6.1.9 hire any employee (save for the purpose of filling a vacant resulting from departure of current employee) for annual compensation of US$50,000 or greater, or make any changes in the terms of employment of any of its employees whose annual compensation is US$50,000 or greater (save with the prior consent of the Purchaser which such consent shall not be unreasonably withheld. (awithheld or delayed) issue or in any sharesarrangements with its consultants outside the ordinary course of its business; (b) dispose of 6.1.10 acquire or agree to dispose of or grant any option or right of pre-emption in respect of any part of its assetsmaterial asset or any interest nor give nor receive any service otherwise than at market value; (c) borrow 6.1.11 acquire or dispose of any money freehold or make leasehold property or grant any payments out lease or third party right in respect of any of the Leased Properties or drawings on its bank account(s) other than routine paymentsOwned Properties; (d) 6.1.12 enter into any unusual or abnormal contract or commitment; (e) make any loan; (f) enter into any leasing leasing, hire purchase agreement or other any agreement or arrangements for payment on deferred terms; 6.1.13 grant or enter into any licence, franchise or other agreement or arrangement concerning any part of its name, trading names or know-how (gif any) declare, save for those which are made in the ordinary or proper course of its business and with the Purchaser's prior consent; 6.1.14 make any distributions of assets or make or pay declare any dividend or other distribution or do or suffer anything which may render its financial position less favourable than as at the date of this Agreement; (h) grant or issue or agree to grant or issue any mortgages charges debentures or other securities or give or agree to give any guarantees or indemnities; (i) make any change in the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate dividends (other than for good cause) the employment of cash dividends), pay any personindividual or declare or make any distribution other than cash dividends (subject to Clause 6.1.8 above); (j) 6.1.15 permit any of its insurances existing and in force as of the date of this Agreement to lapse or do anything which would make any such policy of insurance void or voidablevoidable or to enter into any new insurance policy other than those existing and in force as of the date of this Agreement; (k) create 6.1.16 issue, pledge or sell any shares or capital stock or issue or grant sell any option warrants, options, notes, bonds or other securities, whether or not exercisable for (or convertible into) shares or capital stock; or 6.1.17 negotiate or agree, conditional or otherwise, to do any of the foregoing. 6.2 From the date of this Agreement, without prejudice to Clause 10, solely in connection with the Purchaser's proposed integration of the Group following Completion, the Vendor shall give and shall procure that the Purchaser or any Persons authorized by it will be given at the sole expense of the Purchaser, such access to the premises and all books, title deeds, records and accounts of each member of the Group as the Purchaser may reasonably request and be permitted to take copies of any such books, deeds, records and accounts and that the directors, officers and employees of each member of the Group shall be instructed to give reasonably promptly all such information and explanations to any such Persons as aforesaid as may reasonably be requested by it or them in each case, upon reasonable notice in advance, during normal business hours of such members of the Group (or, where necessary, such access to the Vendor or its Associates) and without any undue disruption to the business of the Group (or, where necessary, such access to the Vendor or its Associates). 6.3 The Purchaser hereby undertakes that it and its Associates will not, prior to Completion, save as required by applicable law or by the applicable rules of any relevant supervisory or regulatory body or securities exchange to which it or its Associates are subject or unless with the prior consent of the Vendor in writing has been given (which consent may not be unreasonably withheld or delayed or conditioned), make any announcement in connection with this Agreement or divulge any confidential information relating to any member of the Group obtained by it pursuant to this Clause 6 to any Person other than its own directors, officers, employees or professional advisers; provided if the Purchaser or its Associates is required to make such announcement by applicable law or by the applicable rules of any relevant supervisory or regulatory body or securities exchange to which it or its Associates is subject, the Purchaser, shall, as soon as practicable prior to such announcement is made, deliver a draft of such announcement to the Vendor and, to the extent reasonable in the sole opinion of the Purchaser and in accordance with such applicable laws and rules, incorporate any comments which the Vendor may have in respect of any class the contents of share or loan capital or agree so to do; (l) in any other way depart from the ordinary course of its respective day-to-day business either as regards the nature scope or manner of conducting the same; (m) alter any provisions of its memorandum or articles of association or other constitutional documents; (n) voluntarily contravene or fail to comply with any material obligation, statutory or otherwise; or (o) do anything whereby its financial position will be rendered less favourable than at the date hereofsuch draft announcement. 8.2 The Company warrants and undertakes that, as at the Completion Date the Company shall have no liability (including known, actual or contingent) other than amounts disclosed in the 2020 Accounts and the Completion Accounts.

PRE-COMPLETION OBLIGATIONS. 8.1 The Company agrees to the Purchaser that from the date of this Agreement to the Completion Date, the Company and or its subsidiaries shall not do or procure to do any of the following without the express written consent of the Purchaser, and such consent shall not be unreasonably withheld. (a) issue Issue any shares; (b) dispose of or agree to dispose of or grant any option in respect of any part of its assets; (c) borrow any money or make any payments out of or drawings on its bank account(s) other than routine payments; (d) enter into any unusual or abnormal contract or commitment; (e) make any loan; (f) enter into any leasing hire purchase or other agreement or arrangements for payment on deferred terms; (g) declare, make or pay any dividend or other distribution or do or suffer anything which may render its financial position less favourable favorable than as at the date of this Agreement; (h) grant or issue or agree to grant or issue any mortgages charges debentures or other securities or give or agree to give any guarantees or indemnities; (i) make any change in the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate (other than for good cause) the employment of any person; (j) permit any of its insurances to lapse or do anything which would make any policy of insurance void or voidable; (k) create issue or grant any option in respect of any class of share or loan capital or agree so to do; (l) in any other way depart from the ordinary course of its respective day-to-day business either as regards the nature scope or manner of conducting the same; (m) alter any provisions of its memorandum or articles of association or other constitutional documents; (n) voluntarily contravene or fail to comply with any material obligation, statutory or otherwise; or (o) do anything whereby its financial position will be rendered less favourable favorable than at the date hereof. 8.2 The Company warrants and undertakes that, as at the Completion Date the Company shall have no liability (including known, actual or contingent) other than amounts disclosed in the 2020 Accounts and the Completion Accounts.

PRE-COMPLETION OBLIGATIONS. 8.1 The Company agrees to the Purchaser that from the date of this Agreement to the Completion Date, the Company and or its subsidiaries shall not do or procure to do any of the following without the express written consent of the Purchaser, and such consent shall not be unreasonably withheld. (a) issue Issue any shares; (b) dispose of or agree to dispose of or grant any option in respect of any part of its assets; (c) borrow any money or make any payments out of or drawings on its bank account(s) other than routine payments; (d) enter into any unusual or abnormal contract or commitment; (e) make any loan; (f) enter into any leasing hire purchase or other agreement or arrangements for payment on deferred terms; (g) declare, declare make or pay any dividend or other distribution or do or suffer anything which may render its financial position less favourable favorable than as at the date of this Agreement; (h) grant or issue or agree to grant or issue any mortgages charges debentures or other securities or give or agree to give any guarantees or indemnities; (i) make any change in the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate (other than for good cause) the employment of any person; (j) permit any of its insurances to lapse or do anything which would make any policy of insurance void or voidable; (k) create issue or grant any option in respect of any class of share or loan capital or agree so to do; (l) in any other way depart from the ordinary course of its respective day-to-day business either as regards the nature scope or manner of conducting the same; (m) alter any provisions of its memorandum or articles of association or other constitutional documents; (n) voluntarily contravene or fail to comply with any material obligation, statutory or otherwise; or (o) do anything whereby its financial position will be rendered less favourable favorable than at the date hereof. 8.2 The Company warrants and undertakes that, as at the Completion Date the Company shall have no liability (including known, actual or contingent) other than amounts disclosed in the 2020 Completion Accounts of not more than US$l50,000 and the Completion Accountsnet tangible assets of not less than US$640,000.