Common use of Purchaser’s Undertakings Clause in Contracts

Purchaser’s Undertakings. The Purchaser agrees and undertakes to implement the following acts: (i) Before the Closing Date, if it does need to purchase the Sale Equity via any of its subsidiaries or Affiliates of the Purchaser, the Purchaser shall notify the Seller as early as possible and shall consummate all the formalities and work in relation to such adjustment in due course of time for its completion of the Closing on the Closing Date (no matter the Sale Equity is purchased by the Purchaser itself or via any of its subsidiaries or Affiliates), including but not limited to entry into an equity transfer agreement in the form and substance consented and recognized by the Seller in advance (in the same form and substance as this Agreement (except the buyer under such agreement shall be such subsidiaries or Affiliates), which binds such subsidiaries or Affiliates to the conditions agreed between the Purchaser and the Seller under this Agreement), consummation of all the relevant reviews by the competent governmental authorities and its internal formalities, and shall bear all the expenses incurred in respect of such adjustment and the additional costs and losses incurred by the Seller, if any (for avoidance of any doubt, the Purchaser or the Seller shall bear its own costs and expenses respectively incurred to it as result of the first time of such adjustment, but after the first time of such adjustment all costs and expenses incurred to both Purchaser and the Seller shall all be borne by the Purchaser alone); (ii) The Purchaser shall, on the Closing Date, perform all of its obligations under Clause 5 hereof. (iii) At any time, the Purchaser shall ensure that the funds used by it or any of its subsidiaries or Affiliates to purchase the Sale Equity are lawful and valid and are used for such intended purchase purpose under this Agreement; (iv) After the Closing in fact takes place, the Purchaser shall ensure the stability of the current teams of the Company, and ensure the compensation and benefits enjoyed by the current team or employee shall remain unchanged, provided that such compensation and benefits enjoyed by the current team or employee and related evaluation criteria for granting benefits have been properly included in their employment contract or other written document prior to the Execution Date; (v) On the Closing Date, the Purchaser shall transfer all proceeds received from the Escrow Account to the designated accounts of the Seller to pay the purchase consideration as provided under Clause 2.2.1; (vi) Without prejudice to Part II of Schedule 2 hereof, at any time, the Purchaser agrees to or ensure other relevant parties to cooperate and assist the Seller to complete all relevant procedures at all relevant authorities and other steps for the transaction under this Agreement, and ensuring that any offshore account designated by the Seller receives all amounts under Clause 2.2.1 hereof or its related remittance in a timely and smoothly manner, but in any event no later than one month after the Closing Date, and the Purchaser further agrees to fully compensate the Seller for any loss or damages to the Seller when the account designated by the Seller does not receive all the amounts above within the above timeframe, except this is not reasonably attributable to the Purchaser despite its best efforts to so cooperate and assist (including non-cooperation by the government or the Seller, force majeure etc); and (vii) At any time before all amounts under Clause 2.2.1 hereof have been in fact received by the offshore account designated by the Seller, the name of the Company shall not be changed.

Purchaser’s Undertakings. The Purchaser agrees and undertakes to implement ICI and to each Business Seller (for themselves and as trustee for each other member of the following actsICI Group) subject to the provisions of Clauses 5.5 and 5.6 to fulfil (or procure fulfilment by the relevant Purchasing Company) as far as reasonably practicable all the unexpired or undischarged obligations of ICI (or the relevant member of the ICI Group) under all guarantees and indemnities which ICI (or the relevant member of the ICI Group) has given in respect of any goods or services Back to Contents sold and/or provided in connection with the Businesses and which in turn require or may require repairs, replacement or remedial works to be carried out and the Purchaser shall indemnify ICI (for itself and as trustee for each other member of the ICI Group) against all Losses in connection with payments to be made or liabilities incurred under or pursuant to such guarantees or indemnities in respect of the period after the Transfer Time provided that, in relation to any such goods and services sold and/or provided by ICI or any member of the ICI Group in connection with the Businesses prior to the Transfer Time which require repair, replacement or remedial works to be carried out and in respect of which: (ia) Before ICI and/or the Closing Daterelevant member of the ICI Group has received payment prior to the Transfer Time, if it does need ICI will pay or procure the payment to purchase the Sale Equity via any of its subsidiaries Purchaser or Affiliates the relevant member of the Purchaser, the Purchaser shall notify the Seller as early as possible and shall consummate all the formalities and work in relation ’s Group an amount equal to such adjustment in due course of time for its completion payment received by ICI or the relevant member of the Closing on ICI Group; or (b) no such payment has been received by ICI or the Closing Date (no matter relevant member of the Sale Equity is purchased by ICI Group, ICI will provide or procure that the Purchaser itself or via any relevant member of its subsidiaries or Affiliates), including but not limited to entry into an equity transfer agreement in the form and substance consented and recognized by the Seller in advance (in the same form and substance as this Agreement (except the buyer under such agreement shall be such subsidiaries or Affiliates), which binds such subsidiaries or Affiliates ICI Group will provide to the conditions agreed between person to whom such goods or services were sold or provided a credit note for the Purchaser and full amount that may have been invoiced to or which is otherwise payable by such person to ICI or that member of the Seller under this Agreement), consummation of all the relevant reviews by the competent governmental authorities and its internal formalities, and shall bear all the expenses incurred ICI Group in respect of such adjustment and the additional costs and losses incurred by the Seller, if any (for avoidance of any doubt, the Purchaser goods or the Seller shall bear its own costs and expenses respectively incurred to it as result of the first time of such adjustment, but after the first time of such adjustment all costs and expenses incurred to both Purchaser and the Seller shall all be borne by the Purchaser alone); (ii) The Purchaser shall, on the Closing Date, perform all of its obligations under Clause 5 hereofservices. (iii) At any time, the Purchaser shall ensure that the funds used by it or any of its subsidiaries or Affiliates to purchase the Sale Equity are lawful and valid and are used for such intended purchase purpose under this Agreement; (iv) After the Closing in fact takes place, the Purchaser shall ensure the stability of the current teams of the Company, and ensure the compensation and benefits enjoyed by the current team or employee shall remain unchanged, provided that such compensation and benefits enjoyed by the current team or employee and related evaluation criteria for granting benefits have been properly included in their employment contract or other written document prior to the Execution Date; (v) On the Closing Date, the Purchaser shall transfer all proceeds received from the Escrow Account to the designated accounts of the Seller to pay the purchase consideration as provided under Clause 2.2.1; (vi) Without prejudice to Part II of Schedule 2 hereof, at any time, the Purchaser agrees to or ensure other relevant parties to cooperate and assist the Seller to complete all relevant procedures at all relevant authorities and other steps for the transaction under this Agreement, and ensuring that any offshore account designated by the Seller receives all amounts under Clause 2.2.1 hereof or its related remittance in a timely and smoothly manner, but in any event no later than one month after the Closing Date, and the Purchaser further agrees to fully compensate the Seller for any loss or damages to the Seller when the account designated by the Seller does not receive all the amounts above within the above timeframe, except this is not reasonably attributable to the Purchaser despite its best efforts to so cooperate and assist (including non-cooperation by the government or the Seller, force majeure etc); and (vii) At any time before all amounts under Clause 2.2.1 hereof have been in fact received by the offshore account designated by the Seller, the name of the Company shall not be changed.

Purchaser’s Undertakings. The Purchaser agrees and undertakes to implement the following acts: (i) Before the Closing Date, if it does need to purchase the Sale Equity via any of its subsidiaries or Affiliates of the Purchaser, the Purchaser shall notify the Seller as early as possible and shall consummate all the formalities and work in relation to such adjustment in due course of time for its completion of the Closing on the Closing Date (no matter the Sale Equity is purchased by the Purchaser itself or via any of its subsidiaries or Affiliates), including but not limited to entry into an equity transfer agreement in the form and substance consented and recognized by the Seller in advance (in the same form and substance as this Agreement (except the buyer under such agreement shall be such subsidiaries or Affiliates), which binds such subsidiaries or Affiliates to the conditions agreed between the Purchaser and the Seller under this Agreement), consummation of all the relevant reviews by the competent governmental authorities and its internal formalities, and shall bear all the expenses incurred in respect of such adjustment and the additional costs and losses incurred by the Seller, if any (for avoidance of any doubt, the Purchaser or the Seller shall bear its own costs and expenses respectively incurred to it as result of the first time of such adjustment, but after the first time of such adjustment all costs and expenses incurred to both Purchaser and the Seller shall all be borne by the Purchaser alone); (ii) The Purchaser shall, on the Closing Date, perform all of its obligations under Clause 5 hereof. (iii) At any time, the Purchaser shall ensure that the funds used by it or any of its subsidiaries or Affiliates to purchase the Sale Equity are lawful and valid and are used for such intended purchase purpose under this Agreement; (iv) After the Closing in fact takes place, the Purchaser shall ensure the stability of the current teams of the CompanyGuigang Companies, and ensure the compensation and benefits enjoyed by the current team or employee shall remain unchanged, provided that such compensation and benefits enjoyed by the current team or employee and related evaluation criteria for granting benefits have been properly included in their employment contract or other written document prior to the Execution Date; (v) On the Closing Date, the Purchaser shall transfer all proceeds received (for repaying all shareholder loans and interest as provided under Clause 2.2.1 (ii) hereof) from the Escrow Account to the designated accounts of the Seller Guigang Companies on which AKR has appointed two additional signatories, and the Purchaser shall and shall ensure the Guigang Companies to pay the purchase consideration remit all such proceeds received from Escrow Account to an offshore account designated by AKR to repay all shareholder loans and interest as provided under Clause 2.2.12.2.1 (ii) hereof; (vi) Without prejudice to Part II Item 2 of Schedule 2 4 hereof, at any time, the Purchaser agrees to or ensure other relevant parties to cooperate and assist the Seller to complete all relevant procedures at all relevant authorities and other steps for the transaction under this Agreement, and ensuring that any offshore account designated by the Seller receives all amounts under Clause 2.2.1 hereof or its related remittance in a timely and smoothly manner, but in any event no later than one month after the Closing Date, and the Purchaser further agrees to fully compensate the Seller for any loss or damages to the such Seller when the account designated by the such Seller does not receive all the amounts above within the above timeframe, except this is not reasonably attributable to the Purchaser despite its best efforts to so cooperate and assist (including non-cooperation by the government or the SellerAKR, force majeure etc); and (vii) At any time before all amounts under Clause 2.2.1 (i) to (ii) hereof have been in fact received by the offshore account designated by the SellerAKR, the name of the Company Guigang Companies shall not be changed.

Purchaser’s Undertakings. The 9.1 Subject to clause 9.2, the Purchaser agrees undertakes with the Vendor that, for the period from the Completion Date until the earlier of (i) 31 December 2004 and undertakes (ii) the date of rescission (if relevant): (a) it shall procure that LTWJi carries on and develops its business in the ordinary and usual course and shall use its reasonable endeavours (subject always to implement external market conditions) to ensure that there is no diminution in value of the following actscurrent Business; (b) it shall procure that, unless with the prior written consent of the Vendor (which consent shall not be unreasonably withheld or delayed), LTWJi shall not: (i) Before the Closing Date, if it does need to purchase the Sale Equity via transfer or dispose of any part of its subsidiaries Business or Affiliates of its assets as at the PurchaserCompletion Date (including, the Purchaser shall notify the Seller as early as possible without limitation, contracts, facilities, fixed assets and shall consummate all the formalities and work intangible rights in relation to such adjustment or for the benefit of the Business) or current revenues or any other act which is not in due the ordinary course of time for its completion business of LTWJi and which would have a material adverse effect on the Business; or (ii) acquire any material asset or business except in the ordinary course of business; (c) it shall procure that, unless with the prior written consent of the Closing on the Closing Date Vendor (no matter the Sale Equity is purchased by the Purchaser itself which consent shall not be unreasonably withheld or via any of its subsidiaries or Affiliatesdelayed), including but not limited to entry into an equity transfer agreement no Group Company shall acquire any interest in the form and substance consented and recognized any shares, debentures or other securities issued by the Seller in advance any undertaking (in the same form and substance as this Agreement (except the buyer under such agreement shall be such subsidiaries or Affiliates), which binds such subsidiaries or Affiliates to the conditions agreed between the Purchaser and the Seller under this Agreement), consummation of all the relevant reviews by the competent governmental authorities and its internal formalities, and shall bear all the expenses incurred in respect of such adjustment and the additional costs and losses incurred by the Seller, if other than any (for avoidance of any doubt, the Purchaser or the Seller shall bear its own costs and expenses respectively incurred to it as result of the first time of such adjustment, but after the first time of such adjustment all costs and expenses incurred to both Purchaser and the Seller shall all be borne by the Purchaser aloneother Group Company); (iid) The Purchaser shall, on the Closing Date, perform all of its obligations under Clause 5 hereof.subject to clause 20: (iiii) At any time, the Purchaser it shall ensure that the funds used by it or any Vendor is provided with a copy of its subsidiaries or Affiliates to purchase LTWJi's and the Sale Equity are lawful and valid and are used for such intended purchase purpose under this Agreement; (iv) After the Closing in fact takes place, the Purchaser shall ensure the stability of the current teams of the Company, and ensure the compensation and benefits enjoyed by the current team or employee shall remain unchanged, provided that such compensation and benefits enjoyed by the current team or employee and related evaluation criteria for granting benefits Subsidiary's monthly unaudited management accounts as soon as reasonably practicable after they have been properly included in their employment contract or other written document prior to the Execution Date; (v) On the Closing Date, the Purchaser shall transfer all proceeds received from the Escrow Account to the designated accounts of the Seller to pay the purchase consideration as provided under Clause 2.2.1; (vi) Without prejudice to Part II of Schedule 2 hereof, at any time, the Purchaser agrees to or ensure other relevant parties to cooperate and assist the Seller to complete all relevant procedures at all relevant authorities and other steps for the transaction under this Agreement, and ensuring that any offshore account designated by the Seller receives all amounts under Clause 2.2.1 hereof or its related remittance in a timely and smoothly manner, but in any event no later than one month after the Closing Date, and the Purchaser further agrees to fully compensate the Seller for any loss or damages to the Seller when the account designated by the Seller does not receive all the amounts above within the above timeframe, except this is not reasonably attributable to the Purchaser despite its best efforts to so cooperate and assist (including non-cooperation by the government or the Seller, force majeure etc)prepared; and (viiii) At that the Vendor shall be entitled to implement (at its own cost) one full independent audit of the management accounts of the Subsidiary and LTWJi, such audit to be carried out in an expedient manner by an independent firm of accountants reasonably acceptable to the Purchaser (such acceptance not to be unreasonably withheld or delayed) who shall be allowed, upon reasonable notice and during normal working hours and subject always to their not causing any time before all amounts undue disruption to the day-to-day operations of the business of the Group, access to the books and records and premises and management of the Subsidiary and LTWJi to the extent that it is reasonably necessary to enable such firm of accountants to carry out such audit), and for the purposes of this sub-paragraph 9.1(d), the Vendor also acknowledges and accepts that any information provided to it hereunder may be price sensitive in respect of listed securities and may constitute "relevant information" under Clause 2.2.1 hereof have been Parts XIII and XIV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). 9.2 The aggregate amount of liability of the Purchaser for any breach of clause 9.1 shall not in fact received any circumstance exceed RMB100,000,000 provided that where the Purchaser has elected for rescission under clause 8.3, this maximum aggregate amount of liability shall be reduced by the offshore account designated by amount of retained earnings in the Seller, Group at the name date of the Company shall not be changedrescission).

Purchaser’s Undertakings. The (a) Purchaser agrees and undertakes to implement the following actswith Sellers: (i) Before to notify U.S. Seller of a Trigger Event occurring during the Closing Date, if it does need to purchase the Sale Equity via any of its subsidiaries or Affiliates of the Purchaser, the Purchaser shall notify the Seller as early as possible and shall consummate all the formalities and work in relation to such adjustment in due course of time for its completion of the Closing on the Closing Date Restricted Period within ten (no matter the Sale Equity is purchased by the Purchaser itself or via any of its subsidiaries or Affiliates), including but not limited to entry into an equity transfer agreement in the form and substance consented and recognized by the Seller in advance (in the same form and substance as this Agreement (except the buyer under such agreement shall be such subsidiaries or Affiliates), which binds such subsidiaries or Affiliates to the conditions agreed between the Purchaser and the Seller under this Agreement), consummation of all the relevant reviews by the competent governmental authorities and its internal formalities, and shall bear all the expenses incurred in respect 10) business days of such adjustment and the additional costs and losses incurred by the Seller, if any (for avoidance of any doubt, the Purchaser or the Seller shall bear its own costs and expenses respectively incurred to it as result of the first time of such adjustment, but after the first time of such adjustment all costs and expenses incurred to both Purchaser and the Seller shall all be borne by the Purchaser alone)Trigger Event occurring; (ii) The Purchaser shallin the event a Trigger Event shall have occurred during the Restricted Period, to supply on demand such evidence as U.S. Seller reasonably requires to establish whether it is entitled to any Additional Consideration and the Closing Date, perform all of its obligations under Clause 5 hereof.amount thereof; (iii) At during the Restricted Period, not to do or permit any time, act or event itself or procure that any of the Purchaser shall ensure that the funds used by it Acquired Companies or any member of its subsidiaries the Purchaser’s Group does not do or Affiliates permit any act or event itself which is intended to purchase the Sale Equity are lawful and valid and are used for such intended purchase purpose under this Agreementavoid or reduce any Additional Consideration payable to Sellers; (iv) After during the Closing in fact takes placeRestricted Period, the Purchaser shall ensure the stability procure that any of the current teams Acquired Companies does not enter into any transaction with respect to the sale of the Company, and ensure outstanding equity interests or assets in the compensation and benefits enjoyed by the current team or employee shall remain unchanged, provided that such compensation and benefits enjoyed by the current team or employee and related evaluation criteria Acquired Companies other than for granting benefits have been properly included full value consideration to an independent third party acting in their employment contract or other written document prior to the Execution Dategood faith; (v) On during the Closing DateRestricted Period, the Purchaser shall transfer all proceeds received from the Escrow Account not to the designated accounts enter into or procure that any of the Seller to pay Acquired Companies or any member of the purchase consideration as provided under Clause 2.2.1;Purchaser’s Group does not enter into any agreement or arrangement with the intention of concluding a Trigger Event on terms that provide for completion of such Trigger Event wholly or partly after the expiry of the Restricted Period; and (vi) Without prejudice during the Restricted Period, not to Part II of Schedule 2 hereof, at any time, the Purchaser agrees to enter into or ensure other relevant parties to cooperate and assist the Seller to complete all relevant procedures at all relevant authorities and other steps for the transaction under this Agreement, and ensuring procure that any offshore account designated by of the Seller receives all amounts under Clause 2.2.1 hereof Acquired Companies or its related remittance any member of the Purchaser’s Group does not enter into any winding up when any of the Acquired Companies or any member of the Purchaser’s Group is solvent or to make any proposal for a voluntary arrangement in relation to any of the Acquired Companies or any member of the Purchaser’s Group. Provided that nothing in this Section 6.4 shall prevent a timely and smoothly manner, but in director of any event no later than one month after of the Closing Date, and Acquired Companies or of any member of the Purchaser further agrees Purchaser’s Group from taking any action necessary to fully compensate the Seller for any loss or damages fulfill his duties owed to the Seller when the account designated by the Seller does not receive all the amounts above within the above timeframe, except this is not reasonably attributable Acquired Companies or to the Purchaser’s Group. (b) Until the end of the Restricted Period, Purchaser despite its best efforts shall not and shall procure that the Acquired Companies do not without the prior written consent of U.S. Seller (such consent not to so cooperate be unreasonably withheld or delayed): (i) change the fiscal year of any of the Acquired Companies; (ii) declare and assist pay any dividend or other distribution in excess of 100% of the pre-tax profit from the operations of the Acquired Companies and their respective subsidiaries (including non-cooperation by the government and excluding any profit from any asset sale, restructuring, recapitalization or the Seller, force majeure etcother extraordinary transaction); andor (viiiii) At purchase or redeem any time before all amounts under Clause 2.2.1 hereof have been in fact received by the offshore account designated by the Seller, the name equity securities of any of the Company shall not be changedAcquired Companies in excess of one percent (1%) of the membership interests in the Acquired Companies.

Purchaser’s Undertakings. 10.1 The Purchaser acknowledges and agrees on behalf of itself and its Affiliates that, for the avoidance of doubt, nothing in this Agreement shall operate as an agreement to transfer (nor shall transfer) any right title or interest in any trade mark, xxuse mark xx company name to the extent it contains or consists of the word "Lason" or in any other mark xx which that element appears or the word "Lason" in the translational or transliteral form appears (together, the "LASOX XXXXX"). The Purchaser agrees that within 90 days of the date hereof it shall procure that the name of each Group Company which includes the word "Lason" shall be changed so as to omit that word and further agrees that it will procure that within six months of the date of Completion the Lasox Xxxxx xxxl be removed from all signage, stocks, sales literature or other promotional material and all other assets whatsoever of the Purchaser and each of its Affiliates and the Purchaser agrees that neither it nor any of its Affiliates will use the Lasox Xxxxx xx any signage, stocks, sales literature or other promotional literature bearing or containing a Lasox Xxxx xxx shall the Purchaser or any of its Affiliates hold itself out as being part of or in any way connected with the Vendor's Group. In connection therewith, the Vendor hereby grants to the Purchaser and its Affiliates a non-exclusive royalty free licence to use the Lasox Xxxxx xxx a period of six months from Completion solely for the purpose and to the extent necessary to perform its obligations under this Clause ERROR! REFERENCE SOURCE NOT FOUND.. 10.2 The Purchaser agrees and undertakes to implement that (in the following acts: (iabsence of fraud) Before the Closing Dateit has no rights against and shall not make any claim against any employee, if it does need to purchase the Sale Equity via director, agent, officer or adviser of any of its subsidiaries or Affiliates member of the PurchaserVendor's Group on whom it may have relied before agreeing to any term of this Agreement or any other document or agreement referred to herein or entering into this Agreement or any other agreement or document referred to herein including, without prejudice to the generality of the foregoing, any such persons as are named in the definition of "so far as the Vendor is aware" in Clause 1.1. 10.3 The Purchaser undertakes that as soon as practicable following Completion it shall procure that Lason Information Management Limited (subject to complying with the provisions of Section 155 Companies Act 1985 to the extent necessary) assigns to the Purchaser the benefit of the Lason Debt. 10.4 Forthwith following Completion the Purchaser shall notify procure that Lason Limited transfers the Seller entire issued share capital of MR Technology ("MRTL") to Lason Information Management Limited ("LIML"), that forthwith thereafter the members of MRTL pass a resolution putting MRTL into voluntary liquidation and that prior to 31 December 2001 MRTL shall make a distribution of all or substantially all of its assets in that liquidation. The Purchaser further agrees that it shall procure that LIML does not cease to trade prior to 31 December 2001 nor allow its current accounting period to be shortened so as early as possible and shall consummate all the formalities and work in relation to such adjustment in due course of time for its completion expire on a date falling prior to 31 December 2001. 10.5 The Purchaser undertakes to procure that each Group Company which provides services to members of the Closing Vendor's Group shall continue to provide such services for a period of two years following Completion at those prices on the Closing Date (no matter the Sale Equity is purchased by the Purchaser itself or via any of its subsidiaries or Affiliates), including but not limited to entry into an equity transfer agreement in the form and substance consented and recognized by the Seller in advance (in the same form and substance as this Agreement (except the buyer under which such agreement shall be such subsidiaries or Affiliates), which binds such subsidiaries or Affiliates to the conditions agreed between the Purchaser and the Seller under this Agreement), consummation of all the relevant reviews by the competent governmental authorities and its internal formalities, and shall bear all the expenses incurred services are presently provided in respect of volumes not exceeding those presently undertaken. 10.6 The Purchaser undertakes to ensure that members of its group consider in good faith whether or not to purchase services from the Vendor's Group in the United States, where such adjustment and the additional costs and losses incurred services can be provided by the Seller, if any (for avoidance of any doubt, the Purchaser or the Seller shall bear its own costs and expenses respectively incurred to it as result members of the first time of such adjustment, but after Vendor's Group on terms which are competitive with those presently offered to the first time of such adjustment all costs and expenses incurred to both Purchaser and the Seller shall all be borne Purchaser's Group by the Purchaser alone);third parties. (ii) 10.7 The Purchaser shall, on shall procure that for a period of 90 days from Completion members of the Closing Date, perform all of its obligations under Clause 5 hereofGroup provide at no cost those accounting services to Memex Information Holdings Limited and DPTS Limited as are presently provided. (iii) At any time, the 10.8 The Purchaser shall ensure forthwith following Completion procure that the funds used agreement by it which a Group Company is entitled to exhibit at the London On Line Show is assigned at no cost to the Vendor or any of its subsidiaries or Affiliates to purchase nominee. 10.9 The parties shall co-operate in completing the Sale Equity are lawful and valid and are used assignment for such intended purchase purpose under this Agreement; (ivpound sterling) After the Closing in fact takes place, the Purchaser shall ensure the stability 1.00 of the current teams of the CompanyProperty at Unit 0.00 Xxxxxxxxxx Xxxxxxxxxx Xxxxxx, and ensure the compensation and benefits enjoyed by the current team or employee shall remain unchangedXx. Paul's Cray, provided that such compensation and benefits enjoyed by the current team or employee and related evaluation criteria for granting benefits have been properly included in their employment contract or other written document prior to the Execution Date; (v) On the Closing Date, the Purchaser shall transfer all proceeds received from the Escrow Account to the designated accounts of the Seller to pay the purchase consideration as provided under Clause 2.2.1; (vi) Without prejudice to Part II of Schedule 2 hereof, at any time, the Purchaser agrees to or ensure other relevant parties to cooperate and assist the Seller to complete all relevant procedures at all relevant authorities and other steps for the transaction under this Agreement, and ensuring that any offshore account designated by the Seller receives all amounts under Clause 2.2.1 hereof or its related remittance in a timely and smoothly manner, but in any event no later than one month after the Closing Date, and the Purchaser further agrees to fully compensate the Seller for any loss or damages to the Seller when the account designated by the Seller does not receive all the amounts above within the above timeframe, except this is not reasonably attributable to the Purchaser despite its best efforts to so cooperate and assist (including nonXxxx xx MR-cooperation by the government or the Seller, force majeure etc); and (vii) At any time before all amounts under Clause 2.2.1 hereof have been in fact received by the offshore account designated by the Seller, the name of the Company shall not be changedDPTS Limited.