Common use of Responsibility of the Managers and Existing Shareholders Clause in Contracts

Responsibility of the Managers and Existing Shareholders. 2.2.1 Each Manager and Existing Shareholder severally undertakes to NewCo subject always to his fiduciary duties to the Company that prior to Completion or the Long Stop Date whichever is the sooner he shall use his reasonable endeavours in his capacity as a director or employee of the Company and its Subsidiaries (as appropriate) to procure that each member of the Group shall: (i) conduct the Business in the ordinary course and on an arm’s length basis; (ii) continue to pay its creditors in the ordinary course of business or within the usual terms of payment of such creditors; (iii) seek to maintain its trade and trade connections and not deliberately by any action, omission, neglect or default, damage or risk the same; (iv) maintain the insurances as have been maintained prior to the date of this Agreement, as set out in sections 5,6,7 and 8 of the Insurance Report.