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 5.1 The Company agrees to the Purchaser Seller shall procure that from between the date of this Agreement and up to and including Completion the Completion DateBusiness will be conducted in the ordinary course and that, in the Company and or its subsidiaries shall not do or procure to do any absence of the following without the express prior written consent of the Purchaser, the Seller shall not, and such consent shall ensure that the Company and the WFOE will not, do or agree to do anything which is not be unreasonably withheld.of a routine and unimportant nature including: (a) issue make any sharespayment or transfer to any member of the Group of any nature or create any obligation between or among any Group members; (b) dispose of modify or agree terminate any existing contract or enter into any contract material to dispose of the Business or grant any option in respect of any part of its assetswhich is unusual or onerous; (c) borrow purchase or dispose of any money or make any payments out asset having a value in excess of or drawings on its bank account(s) other than routine payments;RMB10,000 (d) enter into make any unusual or abnormal contract or commitmentpayment in excess of RMB10,000 unless documented and in the ordinary course of business; (e) make borrow money or incur any loanindebtedness; (f) enter into grant any leasing hire purchase loan or other agreement make a capital contribution to any person or arrangements for payment on deferred termsgrant any advance to any person; (g) declare, make create any Encumbrance 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; (h) institute or settle any legal proceedings; (i) declare, make or pay any distributions or dividends; (j) create, allot or issue any shares or other securities or allow any contribution to the registered capital of any member of the Group; (k) create, issue, redeem or grant any option or right to subscribe in respect of any share or registered capital of any member of the Group; (l) reduce any share or registered capital of any member of the Group, or purchase or redeem any share or registered capital of any member of the Group; (m) acquire any share or other interest in any person or other venture or acquire any business carried on by any person; (n) make any material change in the nature or organisation of the Business or the shareholding structure of the Group or discontinue or cease to operate all or a part of the Business; (o) amend the memorandum or articles of association or business license (if applicable) of any member of the Group, adopt further regulations or pass resolutions which are inconsistent with its memorandum or articles of association; (p) make any change to the accounting procedures, policies or treatment by reference to which its accounts or other financial statements are prepared; (q) change the financial year end of any member of the Group; (r) make any Tax election or settle or compromise any liability for Tax or commit or fail to commit any act that would result in a violation of the Tax Warranties; (s) appoint, employ or offer to appoint or employ any person or make any variation to the terms and conditions of employment or pension benefits of any of its directors employee, agree or employees implement any new Employee Benefit Plan or employ amend such plan, discontinue or terminate (other than for good cause) the employment of amend any personretirement benefit arrangement, conclude any new collective agreement with any trade union or amend any such existing agreement; (jt) permit dismiss any employee or, directly or indirectly, induce or attempt to induce any employee to terminate his or her employment; (u) create any Encumbrance over any of its insurances the assets of the Group or over the Sale Shares or give any guarantees or indemnities; (v) grant, modify or terminate any rights or entering into any agreement relating to lapse the Registered Intellectual Property or do or omit to do anything to jeopardise the validity or enforceability of the Registered Intellectual Property, including the non-payment of any application, search, maintenance or other official fees; (w) fail to take any action to maintain in force any of insurance policies relating to the Business or any of the assets of the Group or do anything which would to make any such policy of insurance void or voidablevoidable or reduce the level of insurance cover provided; (kx) create issue enter into, modify or grant terminate any option lease agreement in respect of any class of share or loan capital or agree so to do; (l) in any other way depart from affecting 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 otherwiseLeased Property; or (oy) do anything whereby its financial position pass or vote in favor of any resolutions in relation to the above in general meeting or by way of written resolution; 5.2 The Seller shall cause the WFOE and the Company to comply with the terms of the Services Agreement. 5.3 The Seller shall cooperate fully with the Purchaser and the Purchaser’s counsel in fulfilling the Conditions and will be rendered less favourable than at not present or file any documentation or applications (or allow the Company or the WFOE to present or file and documentation or applications) with any PRC governmental authorities until such documentation has been reviewed and approved by the Purchaser. The Seller will take all such steps as are necessary or advisable to comply with PRC laws and regulations. 5.4 The Seller will provide the Purchaser with up-to-date bank statements for all bank accounts in the name of the Company or the WFOE immediately following the execution and delivery of this Agreement. 5.5 From the date hereof, the Seller and Purchaser will work together to identify a candidate for the position of financial controller of the WFOE. Between the date hereof and Completion, the Seller will cause the WFOE to take all steps necessary to hire a candidate selected by the Purchaser. Such financial controller will report directly to the Purchaser. 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.